FuboTV Inc. (FUBO)

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis by our management of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes and other financial information included elsewhere in this Annual Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the sections titled “Forward-Looking Statements” and “Risk Factors” for a discussion of forward-looking statements and important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Overview

We are a sports-first, cable TV replacement product, offering subscribers access to tens of thousands of live sporting events annually, as well as leading news and entertainment content, both live and on demand. Fubo allows customers to access content through streaming devices and on Smart TVs, mobile phones, tablets, and computers.

Our business motto is “come for the sports, stay for the entertainment.”

First, we leverage sporting events to acquire subscribers at efficient acquisition costs, given the built-in demand for sports. We then leverage our technology and data to drive higher engagement and induce retentive behaviors such as watching content, favoriting channels, recording shows, and increasing discovery through our proprietary machine learning recommendations engine. We monetize our growing base of highly engaged subscribers by driving higher average revenue per user.

We drive our business model with three core strategies:

•Grow our paid subscriber base

•Optimize our content portfolio, engagement and retention

•Increase monetization through subscription and advertising.

Nature of Business

We are a leading live TV streaming platform for sports, news, and entertainment. Our revenues are almost entirely derived from the sale of subscription services and the sale of advertisements in the United States, though we have expanded into several international markets, with operations in Canada, Spain and France.

Our subscription-based services are offered to consumers who can sign-up for accounts at https://fubo.tv, through which we provide basic plans with the flexibility for consumers to purchase the add-ons and features best suited for them. Besides the website, consumers can also sign-up via some TV-connected devices. Our platform provides, what we believe to be, a superior viewer experience, with a broad suite of unique features and personalization capabilities such as multi-channel viewing capabilities, favorites lists and a dynamic recommendation engine as well as 4K streaming and Cloud DVR offerings.

On October 17, 2022, we ceased operation of our business-to-consumer online mobile sportsbook ("Fubo Sportsbook") in connection with the dissolution of our wholly-owned subsidiary, Fubo Gaming, Inc. ("Fubo Gaming"). The results of operations of Fubo Sportsbook are presented as discontinued operations in the accompanying consolidated financial statements.

Segments

In connection with the dissolution of Fubo Gaming and the termination of Fubo Sportsbook, assets and liabilities and the operations of our former wagering reportable segment have been reported in discontinued operations for all periods presented. With respect to our continuing operations, we operate as a single reportable segment.

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Key Factors and Trends Impacting Performance

Our financial condition and results of operations have been, and may in the future be, affected by a number of factors and trends, such as those described in Part II, Item 1A, “Risk Factors” and the following:

Brand Awareness

Building and maintaining a strong brand is important to our ability to attract and retain subscribers, as potential subscribers have a number of pay TV choices. We and our competitors attract new subscribers from each other’s existing subscriber bases as well as from first-time purchasers of Pay TV services. We continue to experience increased competition, including from larger companies with greater resources to promote their brands through traditional forms of advertising, such as print media and TV commercials, as well as Internet advertising and website product placement. We primarily rely on paid marketing channels (such as social media, search advertising, display advertising, radio, out of home and television) to grow our brand and reach new subscribers. If these channels become less efficient our growth could be adversely affected.

Subscriber Acquisition, Retention and Engagement

Our long-term growth will depend in part on our ability to grow and retain our subscriber base, as well as increased engagement by our subscribers. The relative service levels, content offerings, pricing and user experience of our platform will impact our ability to attract and retain subscribers versus our competitors. Any perceived decline in platform value, whether through new features, pricing adjustments, or content changes, could hurt our ability to attract and retain customers. Aggressive promotions by competitors could further impact our value proposition.

Acceleration or Deceleration of Cord-Cutting

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.

Shift of Advertising Dollar Spend from Traditional Pay TV to Connected TV

Our business model depends on our ability to grow ad inventory on our platform and sell it to advertisers. We operate in a highly competitive advertising industry and we compete for revenue from advertising with other streaming platforms and services, as well as traditional media, such as radio, broadcast, cable and satellite TV, and satellite and internet radio. Many advertisers devote a substantial portion of their advertising budgets to traditional media, and we expect advertisers may do so in the future. Although traditional TV advertisers have shown a growing interest in over-the-top (“OTT”) advertising, we cannot be certain that their interest will increase in the future. If advertisers do not perceive meaningful benefits of OTT advertising, the market may develop more slowly than we expect, which could adversely impact our operating results and our ability to grow our business. In addition, advertising spend is affected by broader macroeconomic conditions, and therefore economic downturns and recessionary fears may also negatively impact our ability to capture advertising dollars.

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Content Acquisition and Renewal

Our ability to compete successfully will depend, among other things, on our ability to obtain desirable content and deliver it to our subscribers at competitive prices. The addition or loss of popular content or channels, including our ability to enter into new content deals or negotiate renewals with our content providers on terms that are favorable to us, or at all, could affect our results and our ability to grow our business. Content costs represent the majority of our “Subscriber related expenses” and the largest component of our total operating expenses. We have seen an increase in these costs in recent periods, and we expect further increases in the future. Moreover, the renewal of long-term content contracts may be on less favorable pricing terms in the future. As a result, our margins may face pressure if we are unable to renew our long-term content contracts on acceptable pricing and other economic terms or if we are unable to pass these increased programming costs on to our subscribers. In addition, as content providers bring to market their own direct-to-consumer streaming services, including the simulcasting and/or exclusive distribution of sporting events, the differentiated value proposition offered by our aggregated content mix may diminish. Moreover, if current or future content partners refuse to grant our subscribers access to stream certain channels, or make their content available on their own DTC platform or our competitors’ platforms, whether exclusively or at more attractive pricing, this could adversely affect our ability to acquire and retain subscribers, which could materially and adversely affect our business, financial condition and results of operations.

Seasonality

We generate significantly higher levels of revenue and subscriber additions in the third and fourth quarters of the year. This seasonality is driven primarily by an influx of new subscribers at the start of the National Football League and college football seasons. Our operating results may also be affected by the scheduling of major sporting events that do not occur annually, such as the World Cup or Olympic Games, or the cancellation or postponement of sporting events. In addition, we typically see subscribers on our platform decline from the fourth quarter of the previous year through the first and second quarter of the following year.

Macroeconomic Factors

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.

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Components of Results of Operations

Revenues

Subscription

Subscription revenue consists of subscription plans sold through the Company’s website and third-party app stores.

Advertising

Advertising revenue consists of fees charged to advertisers who want to display ads (“impressions”) within the streamed content.

Other

Other revenue consists of distribution fees and commissions earned on sales through a channel distribution platform.

Subscriber related expenses

Subscriber related expenses consist primarily of affiliate distribution rights and other distribution costs related to content streaming.

Broadcasting and transmission

Broadcasting and transmission expenses consist primarily of the cost to acquire a signal, and transcode, store, and retransmit it to the subscribers.

Sales and marketing

Sales and marketing expenses consist primarily of payroll and related costs, benefits, rent and utilities, stock-based compensation, agency costs, advertising campaigns and branding initiatives.

Technology and development

Technology and development expenses consist primarily of payroll and related costs, benefits, rent and utilities, stock-based compensation, technical services, software expenses, and hosting expenses.

General and administrative

General and administrative expenses consist primarily of payroll and related costs, benefits, rent and utilities, stock-based compensation, corporate insurance, office expenses, professional fees, as well as travel, meals, and entertainment costs.

Depreciation and amortization

Depreciation and amortization expense includes depreciation of fixed assets and amortization of finite-lived intangible assets.

Other income (expense)

Other income (expense) primarily consists of the change in fair value of financial instruments, interest income, interest expense and financing costs on our outstanding borrowings and amortization of debt discount.

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Income tax benefit

The income tax benefit is driven by the change in deferred tax assets and liabilities and resulting change in valuation allowance.

Net income (loss) from discontinued operations

The income (loss) 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 re-evaluation of certain contract termination costs.

Results of Operations for the Years Ended December 31, 2023, and 2022 (in thousands):

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Revenue, net

During the year ended December 31, 2023, we recognized revenues of $1,368.2 million compared to $1,008.7 million during the year ended December 31, 2022. The increase of $359.5 million was primarily due to an increase in subscription revenue of $343.7 million, comprising $205.7 million from increases in our subscriber base and $138.0 million from increases in subscription package prices and attachments sold. Advertising revenue increased $13.6 million primarily due to an increase in the number of impressions sold offset by a decrease in CPMs.

Subscriber related expenses

During the year ended December 31, 2023, we recognized subscriber related expenses of $1,213.3 million compared to $976.4 million during the year ended December 31, 2022. The increase of $236.8 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.

Broadcasting and transmission

During the year ended December 31, 2023, we recognized broadcasting and transmission expenses of $68.8 million compared to $73.4 million during the year ended December 31, 2022. The decrease of $4.6 million was primarily due to a reduction in expenses resulting from initiatives implemented by the Company to optimize our cloud infrastructure.

Sales and marketing

During the year ended December 31, 2023, we recognized sales and marketing expenses of $207.0 million compared to $183.6 million during the year ended December 31, 2022. The increase of $23.4 million was primarily due to a $17.8 million increase in marketing expense to acquire new customers and a $5.3 million increase in payroll expense due to an increase in employee headcount and salaries.

Technology and development

During the year ended December 31, 2023, we recognized technology and development expenses of $67.7 million compared to $69.3 million during the year ended December 31, 2022. The decrease of $1.6 million was primarily due to a decrease in payroll expense of $2.7 million and a decrease in contractor expense of $1.6 million partially offset by an increase of $2.0 million in stock-based compensation.

General and administrative

During the year ended December 31, 2023, general and administrative expenses totaled $64.3 million compared to $81.2 million for the year ended December 31, 2022. The decrease of $16.9 million was primarily due to a decrease of $4.4 million for sales tax due to the absence of a reserve in the current year, a $4.0 million decrease in stock-based compensation, a $2.0 million decrease in professional fees, and an $8.8 million decrease in payroll expense, partially offset by a $2.9 million increase in amortization of content production costs.

Depreciation and amortization

During the year ended December 31, 2023, we recognized depreciation and amortization expenses of $36.5 million compared to $36.7 million during the year ended December 31, 2022. The decrease of $0.2 million is primarily related to the full amortization of certain intangible assets in prior periods offset by an increase in amortization from the capitalization of internal use assets and the purchase of intangible assets.

Other income (expense)

During the year ended December 31, 2023, we recognized $4.6 million of other expense (net) compared to $14.9 million of other expense (net) during the year ended December 31, 2022. The decrease of $10.2 million is primarily related to a $1.6 million gain on extinguishment of debt in 2023, an increase in interest income of $8.5 million due to an increase in cash invested in interest-bearing accounts, and a decrease in interest expense of $0.5 million due to the repurchase of convertible notes.

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Income tax benefit

During the year ended December 31, 2023, we recognized an income tax benefit of $0.9 million compared to $1.7 million during the year ended December 31, 2022. The decrease of $0.8 million in the income tax benefit is primarily due to the change in the valuation allowance resulting from our inability to fully recognize the future tax benefits on current year losses.

Net income (loss) from discontinued operations, net of tax

During the year ended December 31, 2023, we recognized net income from discontinued operations of $5.2 million compared to a net loss of $136.9 million during the year ended December 31, 2022. The net income in 2023 is due to a gain on the settlement and remeasurement of certain liabilities. The net loss in 2022 is due to the discontinuance of the operations of our wagering business in October 2022.

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Results of Operations for the Years Ended December 31, 2022 and 2021 (in thousands):

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Revenue, net

During the year ended December 31, 2022, we recognized revenues of $1,008.7 million compared to $638.4 million during the year ended December 31, 2021. The increase of $370.3 million was primarily due to an increase in subscription revenue of $341.4 million, comprising $290.5 million from increases in our subscriber base, $29.1 million from increases in subscription package prices and attachments sold and $21.8 million from the acquisition of Molotov S.A.S. ("Molotov") in December 2021. Advertising revenue increased $28.0 million primarily due to an increase in the number of impressions sold.

Subscriber related expenses

During the year ended December 31, 2022, we recognized subscriber related expenses of $976.4 million compared to $593.2 million during the year ended December 31, 2021. The increase of $383.2 million was primarily due to an increase in affiliate distribution rights and other distribution costs resulting from an increase in subscribers.

Broadcasting and transmission

During the year ended December 31, 2022, we recognized broadcasting and transmission expenses of $73.4 million compared to $55.6 million during the year ended December 31, 2021. The increase of $17.8 million was primarily due to a higher number of linear feeds due to additional channel launches.

Sales and marketing

During the year ended December 31, 2022, we recognized sales and marketing expenses of $183.6 million compared to $135.7 million during the year ended December 31, 2021. The increase of $47.9 million was primarily due to a $19.3 million increase in stock-based compensation, $21.3 million increase in marketing expenses to acquire new customers for the streaming platform and a $5.7 million increase in payroll expense due to an increase in employee headcount.

Technology and development

During the year ended December 31, 2022, we recognized technology and development expenses of $69.3 million compared to $55.4 million during the year ended December 31, 2021. The increase of $13.9 million was primarily due to an increase of $8.8 million in salaries due to an increase in employee headcount, $2.6 million in software expense and $3.7 million in cost from the acquisitions of Molotov and Edisn in December 2021.

General and administrative

During the year ended December 31, 2022, general and administrative expenses totaled $81.2 million compared to $89.0 million for the year ended December 31, 2021. The decrease of $7.8 million was primarily due to a decrease in stock-based compensation of $16.2 million, $7.6 million in sales tax and $5.7 million in professional fees, partially offset by a $15.6 million increase from the acquisition of Molotov and $4.7 million increase in salaries due to an increase in employee headcount.

Depreciation and amortization

During the year ended December 31, 2022, we recognized depreciation and amortization expenses of $36.7 million compared to $37.7 million during the year ended December 31, 2021. The decrease of $1.0 million is primarily related to a reduction of amortization expense of $6.7 million, partially offset by increased amortization expense of $5.8 million from the acquisitions of Molotov and Edisn in December 2021.

Other income (expense)

During the year ended December 31, 2022, we recognized $14.9 million of other expense (net) compared to $26.2 million of other expense (net) during the year ended December 31, 2021. The decrease of $11.3 million is primarily related to a $4.4 million reduction in the change in fair value of warrant liabilities, a $0.4 million decrease in loss on extinguishment of debt, and an increase in interest income of $2.5 million, partially offset by an increase of $12.5 million in amortization of debt discount and a decrease of $0.7 million of interest expense.

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Income tax benefit

During the year ended December 31, 2022, we recognized an income tax benefit of $1.7 million compared to $2.7 million during the year ended December 31, 2021. The decrease of $1.0 million in the income tax benefit is primarily due to the change in the valuation allowance resulting from our inability recognize the future tax benefits on current year losses.

Net income (loss) from discontinued operations, net of tax

During the year ended December 31, 2022, we recognized a net loss from discontinued operations of $136.9 compared to $31.2 million during the year ended December 31, 2021. The change of $105.7 million is primarily due to an increase in the operating expenses of the wagering business and a charge for the impairment of goodwill, intangible assets and other assets.

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Key Performance Metrics

We use certain key performance metrics to monitor and manage our business, including to measure our operating performance, identify trends affecting our business and make strategic decisions. We believe these key performance metrics provide useful information to investors in evaluating our operating results in the same manner management does.

Paid Subscribers

We believe the number of paid subscribers is a relevant measure to gauge the size of our user base. Paid 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.

As of December 31, 2023 and 2022, we had approximately 1.6 million and 1.4 million paid subscribers in the United States and Canada ("North America" or "NA"), respectively. We had approximately 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 December 31, 2023 and 2022, respectively.

Average Revenue Per User

Beginning in the third quarter of 2022, Average Revenue Per User (“ARPU”) is calculated using GAAP Subscription revenue and GAAP Advertising revenue. Previously, ARPU was calculated using Platform Bookings, which consisted of GAAP Subscription revenue and GAAP Advertising revenue, adjusted for deferred revenue.

We believe ARPU provides useful information for investors to gauge the revenue generated per subscriber on a monthly basis. ARPU, with respect to a given period, is defined as total Subscription revenue and Advertising revenue recognized in such period, divided by the average daily paid subscribers in such period, divided by the number of months in such period. Advertising revenue, like Subscription revenue, is primarily driven by the number of subscribers to our platform and per-subscriber viewership such as the type of, and duration of, content watched on platform. We believe ARPU is an important metric for both management and investors to evaluate the Company’s core operating performance and measure our subscriber monetization, as well as evaluate unit economics, payback on subscriber acquisition cost and lifetime value per subscriber. In addition, we believe that presenting a geographic breakdown for North America ARPU and ROW ARPU allows for a more meaningful assessment of the business because of the significant differences in both Subscription revenue and Advertising revenue generated on a per subscriber basis in North America when compared to ROW due to our current subscription pricing models and advertising monetization in the two geographic regions.

Our NA ARPU was $82.25 and $72.74 for the years ended December 31, 2023 and 2022, respectively. Our ROW ARPU was $6.82 and $6.14 for the year ended December 31, 2023 and 2022.

Gross Profit and Gross Margin (GAAP)

Gross Profit is defined as Revenue less Subscriber related expenses and Broadcasting and transmission. Gross Margin is defined as Gross Profit divided by Revenue. We believe these measures are useful because they represent key profitability metrics for our business and are used by management to evaluate the performance of our business, including measuring the cost to deliver our product to subscribers against revenue.

Our gross profit was $86.1 million and $(41.1) million for the years ended December 31, 2023 and 2022, respectively. Our gross margin was 6.3% and (4.1)% for the same periods, respectively.

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The tables below provide a reconciliation of NA ARPU and ROW ARPU to GAAP Subscription and Advertising Revenue (in thousands, except average subscribers and average per user amounts):

Reconciliation of GAAP Subscription and Advertising Revenue to North America ARPU:

Reconciliation of GAAP Subscription and Advertising Revenue to ROW ARPU:

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Liquidity and Capital Resources

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 16 in the accompanying consolidated financial statements for a further discussion of our cash commitments and contractual obligations as of December 31, 2023, including lease obligations and sponsorship agreements, in addition to our discussion below regarding the dissolution of Fubo Gaming in October 2022.

Our primary sources of cash are receipts from subscribers and advertising revenue as well as proceeds from equity and debt financings. Our primary uses of cash are content and programming license fees and operating expenses, including payroll-related, marketing, technology and professional fees. In addition, prior to the dissolution of our subsidiary, Fubo Gaming, on October 17, 2022, and the concurrent termination of operations of Fubo Sportsbook, our primary uses of cash included expenses related to the launch and operations of our wagering business.

In February 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 Notes"). The 2026 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 Notes for $3.3 million. In January 2024, we exchanged (the "Exchange") $205.8 million principal amount of the 2026 Notes for $177.5 million in aggregate principal amount of the Company’s new convertible senior secured notes due 2029 (the “2029 Notes”). Upon completion of the Exchange, the aggregate principal amount of the 2026 Notes outstanding is $191.7 million, and the aggregate principal amount of the 2029 Notes outstanding is $177.5 million. At our election for any interest period, the 2029 Notes will bear interest at a rate of (i) 7.50% per annum on the principal amount thereof if interest is paid in cash and (ii) 10.00% per annum on the principal amount thereof if interest is paid in kind, in each case payable semi-annually each year.

We currently have an effective shelf registration statement on Form S-3 (No. 333-258428) initially filed with the SEC on August 4, 2021, as amended (the “2021 Form S-3”), pursuant to 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. We also have an additional 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. 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.

During the year ended December 31, 2023, we sold 81,694,729 shares of our common stock under the 2021 Form S-3 and the ATM Program, resulting in net proceeds of approximately $116.9 million, after deducting agent commissions and issuance costs. As of December 31, 2023, we had cash, cash equivalents and restricted cash of $251.4 million.

As a result of the dissolution of Fubo Gaming and termination of Fubo Sportsbook operations, we have incurred immaterial cash charges to date and may incur further cash charges, the amount and timing of which cannot be estimated at this time.

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 Annual 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. Subject to market conditions, we also may opportunistically choose to 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.

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No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to us. Issuing additional shares of our capital stock, other equity securities, or additional securities convertible into equity may dilute the economic and voting rights of our existing shareholders, reduce the market price of our common stock, or both. Debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion. Preferred stock, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit our ability to pay dividends to the holders of our common stock. Our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, which may adversely affect the amount, timing, or nature of our future offerings. As a result, holders of our common stock bear the risk that our future offerings may reduce the market price of our common stock and dilute their percentage ownership. If we are unable to raise additional capital due to unfavorable market conditions, including rising interest rates, or otherwise, or generate cash flows necessary to expand our operations and invest in continued innovation, we may not be able to compete successfully, which would harm our business, operations, and financial condition.

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, develop new technologies that can compete in a rapidly changing market with many competitors and the need to enter into collaborations with other companies or acquire other companies or technologies to enhance or complement our product and service offerings. 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.

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 11 in the accompanying consolidated financial statements for further discussion regarding our outstanding indebtedness.

Cash Flows (in thousands)

Continuing Operations

Operating Activities

For the year ended December 31, 2023, net cash used in operating activities was $173.0 million, which consisted of our net loss of $293.1, adjusted for non-cash movements of $91.5 million. The non-cash movements consist primarily of $36.5 million of depreciation and amortization expenses, $51.2 million of stock-based compensation, $2.6 million of amortization of debt discounts, $3.1 million amortization of right of use assets and $1.6 million gain on extinguishment of debt. Changes in operating assets and liabilities resulted in cash inflows of approximately $28.6 million, primarily due to a net increase in accounts payable, accrued expenses and other current and long-term liabilities of $56.0 million due to timing of payments and a net increase in deferred revenue of $24.8 million, partially offset by increases in accounts receivable of $36.2 million and prepaid expenses, prepaid sports rights and other assets of $16.0 million.

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For the year ended December 31, 2022, net cash used in operating activities was $289.8 million, which consisted primarily of our net loss of $425.0 million, adjusted for non-cash movements of $95.9 million. The non-cash movements consist primarily of $36.7 million of depreciation and amortization expenses, $52.5 million of stock-based compensation, $2.5 million of amortization of debt discounts and $3.1 million amortization of right of use assets, partially offset by $1.7 million of change in fair value of warrant liability. Changes in operating assets and liabilities resulted in cash inflows of approximately $39.3 million, primarily due to a net increase in accounts payable, accrued expenses and other current and long-term liabilities of $63.3 million due to timing of payments and a net increase in deferred revenue of $21.1 million, partially offset by increases in accounts receivable of $9.8 million and prepaid expenses, prepaid sports rights and other assets of $35.3 million.

For the year ended December 31, 2021, net cash used in operating activities was $171.9 million, which consisted primarily of our net loss of $351.8 million, adjusted for non-cash movements of $102.3 million. The non-cash movements consist primarily of $37.7 million of depreciation and amortization expenses, $53.2 million of stock-based compensation, $14.9 million of amortization of debt discounts and $1.0 million amortization of right of use assets, partially offset by $2.7 million of change in fair value of warrant liability and $2.7 million of deferred income tax benefit. Changes in operating assets and liabilities resulted in cash inflows of approximately $77.6 million, primarily due to a net increase in accounts payable, accrued expenses and other current and long-term liabilities of $73.4 million due to timing of payments and a net increase in deferred revenue of $26.1 million, partially offset by increases in accounts receivable of $15.0 million and prepaid expenses, prepaid sports rights and other assets of $6.8 million.

Investing Activities

For the year ended December 31, 2023, net cash used in investing activities was $25.4 million, which primarily consisted of $1.1 million of capital expenditures, $17.3 million for capitalized internal use software, $3.6 million for purchase of software licenses and a $3.5 million strategic investment.

For the year ended December 31, 2022, net cash used in investing activities was $6.0 million, which primarily consisted of $1.1 million of capital expenditures, and $4.9 million for capitalized internal use software.

For the year ended December 31, 2021, net cash used in investing activities was $30.4 million, which primarily consisted of $3.4 million of capital expenditures, $4.1 million for capitalized internal use software, and $22.9 million for acquisitions.

Financing Activities

For the year ended December 31, 2023, net cash provided by financing activities was $111.2 million. The net cash provided is primarily related to approximately $116.9 million of net proceeds received from the “at-the market” offering and $0.4 million of proceeds received from the exercise of stock options and warrants. These proceeds were offset by a $3.3 million repurchase of convertible notes and $2.1 million redemption of non-controlling interest.

For the year ended December 31, 2022, net cash provided by financing activities was $296.3 million. The net cash provided is primarily related to approximately $292.1 million of net proceeds received from the “at-the market” offering and $5.8 million of proceeds received from the exercise of stock options and warrants. These proceeds were offset by repayments of $1.7 million of outstanding debt.

For the year ended December 31, 2021 net cash provided by financing activities was $512.0 million. The net cash provided is primarily related to $389.4 million of proceeds received from the issuance of senior convertible notes, $140.4 million of proceeds received from the “at-the market” offering, and $6.8 million from the exercise of stock options and warrants. These proceeds were partially offset by repayments of $24.7 million of outstanding debt.

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Discontinued operations

Operating and Investing Activities

For the year ended December 31, 2023, net cash used in operating activities was $4.6 million relating to the settlement of certain liabilities of Fubo Gaming.

For the year ended December 31, 2022, net cash used in operating and investing activities was $26.9 million and $6.4 million, respectively, due to the launch of Fubo Sportsbook in the fourth quarter of 2021. Fubo Sportsbook was terminated in October 2022.

For the year ended December 31, 2021, net cash used in operating and investing activities was $24.0 million and $45.8, respectively, due to the launch of Fubo Sportsbook.

Critical Accounting Policies and Estimates

Our discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. 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. Actual results could differ from those estimates. We have identified all significant accounting policies in Note 3 to our consolidated financial statements in Part II, Item 8 of this Annual Report.

Business Combinations

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.

In accounting for the Merger described in Note 5 to our consolidated financial statements in Part II, Item 8 of this Annual Report, judgment was required in determining the accounting acquirer. Our evaluation of the accounting acquirer considered various indicators including voting rights, minority voting interest, composition of board of directors, composition of management and relative size of the entities. We ultimately concluded that Facebank Pre-Merger was the accounting acquirer in the Merger because (i) FaceBank Pre-Merger’s shareholders owned approximately 57% of the voting common shares of the combined company immediately following the closing of the Merger (54% assuming the exercise of all vested stock options as of the closing of the transaction) and (ii) directors appointed by FaceBank Pre-Merger would hold a majority of board seats in the combined company.

Goodwill

We test goodwill for impairment on an annual basis during the fourth quarter of each calendar year or earlier when circumstances dictate. We measure recoverability of goodwill at the reporting unit level. The process of determining the fair value of a reporting unit is highly subjective and involves the use of significant estimates and assumptions. In performing our annual assessment, we can opt to perform a qualitative assessment to test a reporting unit’s goodwill for impairment or we can directly perform a quantitative assessment. Based on our qualitative assessment, if we determine that the fair value of our reporting unit is, more likely than not, less than its carrying amount, then the quantitative assessment is performed. Any excess of the reporting unit’s carrying amount over its fair value will be recorded as an impairment loss.

We performed our annual impairment test in the fourth quarter of 2023 and concluded that no impairment charges were necessary.

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In the second quarter of 2022, we identified a triggering event that required us to perform a quantitative assessment of impairment of goodwill as of June 30, 2022. We concluded that the fair value of goodwill attributable to the Wagering reporting unit was less than its carrying value, which resulted in full impairment of the goodwill of $10.7 million. There was no impairment identified for the Streaming reporting unit as of June 30, 2022.

In the fourth quarter of 2022, we identified a triggering event that required us to perform a quantitative assessment of goodwill for the streaming reporting unit as of December 31, 2022. The results of the impairment test also showed that the fair value of the streaming reporting unit was in excess of its carrying value by 3.5%. Therefore no impairment charge was recorded during the quarter ended December 31, 2022.

Intangible Assets

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

The Company determined that the initiation of a strategic review of its interactive wagering business in August 2022 constituted a triggering event, in that there would be a significant change in the extent and manner in which the long-lived assets of Fubo Sportsbook would be used, and there was an expectation that the assets would be sold or otherwise disposed of. For the year ended December 31, 2022, the Company determined the carrying value of the asset groups, within Fubo Sportsbook, did not exceed future undiscounted cash flows. The Company then calculated the fair value of the asset groups as the present value of the estimated future cash flows and determined that the carrying value exceeded the fair value in certain instances. Based on this analysis, the Company recognized an aggregate non-cash impairment charge of $76.7 million which represented substantially all of the long-lived assets of Fubo Sportsbook.

Stock-Based Compensation

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.

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.

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.

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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.

The Black-Scholes model assumptions are further described below:

•Common stock – the fair value of the Company’s common stock.

•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.

•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.

•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.

•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.

The following assumptions were used in determining the fair value of stock options granted during the year ended December 31, 2023:

There were no stock options granted during the year ended December 31, 2022.

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.

We account for forfeitures as they occur.

Recently Issued Accounting Pronouncements

See Note 3 to our consolidated financial statements in Part II, Item 8 of this Annual Report for a discussion of recent accounting policies.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis by our management of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes and other financial information included elsewhere in this Annual Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the sections titled “Forward-Looking Statements” and “Risk Factors” for a discussion of forward-looking statements and important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Overview

We are a sports-first, cable TV replacement product, offering subscribers access to tens of thousands of live sporting events annually, as well as leading news and entertainment content, both live and on demand. Fubo allows customers to access content through streaming devices and on SmartTVs, mobile phones, tablets, and computers.

Our business motto is “come for the sports, stay for the entertainment.”

First, we leverage sporting events to acquire subscribers at lower acquisition costs, given the built-in demand for sports. We then leverage our technology and data to drive higher engagement and induce retentive behaviors such as favoriting channels, recording shows, and increasing discovery through our proprietary machine learning recommendations engine. Next, we look to monetize our growing base of highly engaged subscribers by driving higher average revenue per user.

We drive our business model with three core strategies:

•Grow our paid subscriber base

•Optimize our content portfolio, engagement and retention

•Increase monetization through subscription and advertising.

Recent Developments — Fubo Gaming Dissolution

On October 17, 2022, we filed a Certificate of Dissolution with the Secretary of State of the State of Delaware to dissolve our wholly owned subsidiary, Fubo Gaming Inc. (“Fubo Gaming”). In connection with the dissolution of Fubo Gaming, we concurrently ceased operation of Fubo Sportsbook (as defined below).

Merger with fuboTV Sub

On April 1, 2020, fuboTV Acquisition Corp., a Delaware corporation and our wholly-owned subsidiary (“Merger Sub”) merged with and into fuboTV Sub, whereby fuboTV Sub continued as the surviving corporation and became our wholly-owned subsidiary pursuant to the terms of the Agreement and Plan of Merger and Reorganization dated as of March 19, 2020, by and among us, Merger Sub and fuboTV Sub (the “Merger Agreement”). Following the Merger, we changed our name from “FaceBank Group, Inc.” to “fuboTV Inc.,” and we changed the name of fuboTV Sub to “fuboTV Media, Inc.” The combined company operates under the name “Fubo,” and our trading symbol is “FUBO.”

Unless otherwise stated, 2020 financial statements and metrics include FaceBank Pre-Merger from January 1, 2020 through March 31, 2020.

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Nature of Business

We are a leading live TV streaming platform for sports, news, and entertainment. Our revenues are almost entirely derived from the sale of subscription services and the sale of advertisements in the United States, though we have expanded into several international markets, with operations in Canada, Spain and France.

Our subscription-based services are offered to consumers who can sign-up for accounts at https://fubo.tv, through which we provide basic plans with the flexibility for consumers to purchase the add-ons and features best suited for them. Besides the website, consumers can also sign-up via some TV-connected devices. Our platform provides, what we believe to be, a superior viewer experience, with a broad suite of unique features and personalization capabilities such as multi-channel viewing capabilities, favorites lists and a dynamic recommendation engine as well as 4K streaming and Cloud DVR offerings.

On October 17, 2022, we ceased operation of our business-to-consumer online mobile sports book ("Fubo Sportsbook") in connection with the dissolution of Fubo Gaming. See "—Recent Developments—Fubo Gaming Dissolution". The results of operations of Fubo Sportsbook are presented as discontinued operations in our consolidated financial statements.

Segments

In connection with the dissolution of Fubo Gaming and the termination of Fubo Sportsbook, assets and liabilities and the operations of our former wagering reportable segment have been reported in discontinued operations for all periods presented. With respect to our continuing operations, we operate as a single reportable segment.

Key Factors and Trends Impacting Performance

Our financial condition and results of operations have been, and may in the future be, affected by a number of factors and trends, such as those described in Part II, Item 1A, “Risk Factors” and the following:

Brand Awareness

Building and maintaining a strong brand is important to our ability to attract and retain subscribers, as potential subscribers have a number of pay TV choices. We and our competitors must seek to attract a greater proportion of new subscribers from each other’s existing subscriber bases rather than from first-time purchasers of pay TV services. As a result, we continue to experience increased competition, including from larger companies with greater resources to promote their brands through traditional forms of advertising, such as print media and TV commercials, as well as Internet advertising and website product placement. We primarily rely on paid marketing channels (such as social media, search advertising, display advertising, radio, out of home and television) to grow our brand and reach new subscribers. If these channels become less efficient our growth could be adversely affected.

Subscriber Acquisition, Retention and Engagement

Our long-term growth will depend in part on our ability to grow and retain our subscriber base, as well as increase engagement by our subscribers. The relative service levels, content offerings, pricing and product experience of our platform will impact our ability to attract and retain subscribers versus our competitors. If consumers perceive a reduction in the value of our platform because, for example, we introduce new or adjust existing features, adjust pricing or platform offerings, or change the mix of content in a manner that is not favorably received by them, we may not be able to attract and retain subscribers. To the extent that our competition pursues aggressive promotional campaigns, our value proposition may also be adversely impacted.

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Acceleration or Deceleration of Cord-Cutting

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 currently accounts for the majority 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.

Shift of Advertising Dollar Spend from Traditional Pay TV to Connected TV

Our business model depends on our ability to grow ad inventory on our platform and sell it to advertisers. We operate in a highly competitive advertising industry and we compete for revenue from advertising with other streaming platforms and services, as well as traditional media, such as radio, broadcast, cable and satellite TV, and satellite and internet radio. Many advertisers devote a substantial portion of their advertising budgets to traditional media, and we expect advertisers may do so in the future. Although traditional TV advertisers have shown a growing interest in over-the-top (“OTT”) advertising, we cannot be certain that their interest will increase in the future. If advertisers do not perceive meaningful benefits of OTT advertising, the market may develop more slowly than we expect, which could adversely impact our operating results and our ability to grow our business. In addition, advertising spend is affected by broader macroeconomic conditions, and therefore economic downturns and recessionary fears may also negatively impact our ability to capture advertising dollars.

Content Acquisition and Renewal

Our ability to compete successfully will depend, among other things, on our ability to obtain desirable content and deliver it to our subscribers at competitive prices. The addition or loss of popular content or channels, including our ability to enter into new content deals or negotiate renewals with our content providers on terms that are favorable to us, or at all, could affect our results and our ability to grow our business. Content costs represent the majority of our “Subscriber related expenses” and the largest component of our total operating expenses. We have seen an increase in these costs in recent periods, and we expect further increases in the future. Moreover, the renewal of long-term content contracts may be on less favorable pricing terms in the future. As a result, our margins may face pressure if we are unable to renew our long-term content contracts on acceptable pricing and other economic terms or if we are unable to pass these increased programming costs on to our subscribers. In addition, as content providers bring to market their own direct-to-consumer streaming services, the differentiated value proposition offered by our content mix may diminish.

Seasonality

We generate significantly higher levels of revenue and subscriber additions in the third and fourth quarters of the year. This seasonality is driven primarily by sports leagues, especially the National Football League. Our operating results may also be affected by the scheduling of major sporting events that do not occur annually, such as the World Cup or Olympic Games, or the cancellation or postponement of sporting events. In addition, we typically see subscribers on our platform decline from the fourth quarter of the previous year through the first and second quarter of the following year.

COVID-19 and Other Macroeconomic Factors

The COVID-19 pandemic has created significant volatility, uncertainty, and economic disruption. In addition, mounting inflationary cost pressures and potential recession indicators have negatively impacted the global economy. We continue to monitor the effects of the pandemic and macroeconomic environment and take appropriate steps 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.

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Components of Results of Operations

Revenues

Subscription

Subscription revenue consists of subscription plans sold through the Company’s website and third-party app stores.

Advertising

Advertising revenue consists of fees charged to advertisers who want to display ads (“impressions”) within the streamed content.

Software licenses, net

Software license revenue consists of revenue generated from the sale of software licenses at one of our former subsidiaries, Nexway eCommerce Solutions. As a result of the deconsolidation of Nexway AG, which was effective as of March 31, 2020, the Company no longer generates revenue from software licenses.

Other

Other revenue consists of a contract to sub-license rights to broadcast certain international sporting events to a third party and commissions earned on sales through a channel distribution platform.

Subscriber Related Expenses

Subscriber related expenses consist primarily of affiliate distribution rights and other distribution costs related to content streaming.

Broadcasting and Transmission

Broadcasting and transmission expenses consist primarily of the cost to acquire a signal, transcode, store, and retransmit it to the subscribers.

Sales and Marketing

Sales and marketing expenses consist primarily of payroll and related costs, benefits, rent and utilities, stock-based compensation, agency costs, advertising campaigns and branding initiatives.

Technology and Development

Technology and development expenses consist primarily of payroll and related costs, benefits, rent and utilities, stock-based compensation, technical services, software expenses, and hosting expenses.

General and Administrative

General and administrative expenses consist primarily of payroll and related costs, benefits, rent and utilities, stock-based compensation, corporate insurance, office expenses, professional fees, as well as travel, meals, and entertainment costs.

Depreciation and amortization

Depreciation and amortization expense includes depreciation of fixed assets and amortization of finite-lived intangible assets.

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Other income (expense)

Other income (expense) primarily consists of issuance gains/losses and the change in fair value of financial instruments, interest expense and financing costs on our outstanding borrowings and the loss recorded on the deconsolidation of a subsidiary.

Income tax benefit

The income tax benefit is driven by the change in deferred tax assets and liabilities and resulting change in valuation allowance.

Loss from discontinued operations

The loss from discontinued operations primarily consists of operating expenses related to the launch of the wagering business and impairment expense associated with the write-off of goodwill, intangible assets, and other assets.

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Results of Operations for the Years Ended December 31, 2022, and 2021 (in thousands):

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Revenue, net

During the year ended December 31, 2022, we recognized revenues of $1,008.7 million compared to $638.4 million during the year ended December 31, 2021. The increase of $370.3 million was primarily due to an increase in subscription revenue of $341.4 million, comprising $290.5 million from increases in our subscriber base, $29.1 million from increases in subscription package prices and attachments sold and $21.8 million from the acquisition of Molotov S.A.S. ("Molotov") in December 2021. Advertising revenue increased $28.0 million primarily due to an increase in the number of impressions sold.

Subscriber related expenses

During the year ended December 31, 2022, we recognized subscriber related expenses of $976.4 million compared to $593.2 million during the year ended December 31, 2021. The increase of $383.2 million was primarily due to an increase in affiliate distribution rights and other distribution costs resulting from an increase in subscribers.

Broadcasting and transmission

During the year ended December 31, 2022, we recognized broadcasting and transmission expenses of $73.4 million compared to $55.6 million during the year ended December 31, 2021. The increase of $17.8 million was primarily due to a higher number of linear feeds due to additional channel launches.

Sales and marketing

During the year ended December 31, 2022, we recognized sales and marketing expenses of $183.6 million compared to $135.7 million during the year ended December 31, 2021. The increase of $47.9 million was primarily due to a $19.3 million increase in stock-based compensation, $21.3 million increase in marketing expenses to acquire new customers for the streaming platform and a $5.7 million increase in payroll expense due to an increase in employee headcount.

Technology and development

During the year ended December 31, 2022, we recognized technology and development expenses of $69.3 million compared to $55.4 million during the year ended December 31, 2021. The increase of $13.9 million was primarily due to an increase of $8.8 million in salaries due to an increase in employee headcount, $2.6 million in software expense and $3.7 million in cost from the acquisitions of Molotov and Edisn in December 2021.

General and Administrative

During the year ended December 31, 2022, general and administrative expenses totaled $81.2 million compared to $89.0 million for the year ended December 31, 2021. The decrease of $7.8 million was primarily due to a decrease in stock-based compensation of $16.2 million, $7.6 million in sales tax and $5.7 million in professional fees, partially offset by a $15.6 million increase from the acquisition of Molotov and $4.7 million increase in salaries due to an increase in employee headcount.

Depreciation and amortization

During the year ended December 31, 2022, we recognized depreciation and amortization expenses of $36.7 million compared to $37.7 million during the year ended December 31, 2021. The decrease of $1.0 million is primarily related to a reduction of amortization expense of $6.7 million, partially offset by increased amortization expense of $5.8 million from the acquisitions of Molotov and Edisn in December 2021.

Other Income (Expense)

During the year ended December 31, 2022, we recognized $14.9 million of other expense (net) compared to $26.2 million of other expense (net) during the year ended December 31, 2021. The decrease of $11.3 million is primarily related to a $4.4 million reduction in the change in fair value of warrant liabilities, a $0.4 million decrease in loss on extinguishment of debt, and a $1.8 million reduction of interest expense, partially offset by an increase of $12.5 million in amortization of debt discount.

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Income tax benefit

During the year ended December 31, 2022, we recognized an income tax benefit of $1.7 million compared to $2.7 million during the year ended December 31, 2021. The decrease of $1.0 million in the income tax benefit is primarily due to our inability to fully recognize the future tax benefits on current year losses.

Loss from discontinued operations, net of tax

During the year ended December 31, 2022, we recognized a net loss from discontinued operations of $136.9 million compared to $31.2 million during the year ended December 31, 2021. The change of $105.7 million is primarily due to an increase in the operating expenses of the wagering business and a charge for the impairment of goodwill, intangible assets and other assets.

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Results of Operations for the Years Ended December 31, 2021 and 2020 (in thousands):

On August 15, 2019 and September 16, 2019, the Company acquired Facebank AG and Nexway, respectively, and on April 1, 2020, the Company acquired fuboTV Pre-Merger. The results of our operations for the year ended December 31, 2020 includes the results of operations of Facebank AG and Nexway, which were disposed of in July 2020. Because of this, certain of our results of operations for the year ended December 31, 2021 are not readily comparable to the results of operations for the year ended December 31, 2020.

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Revenue, net

During the year ended December 31, 2021, we recognized revenues of $638.4 million, primarily consisting of $564.4 million of subscription revenue, $73.7 million of advertising revenue and $0.2 million in other revenue.

During the year ended December 31, 2020, we recognized revenues of $217.7 million primarily consisting of $184.3 million of subscription revenue, $24.9 million of advertising revenue, $7.3 million related to the sale of software licenses from our subsidiary Facebank AG and $1.2 million of other revenue. We sold Facebank AG in July 2020.

The increase of $420.6 million was primarily due to a full year of revenue in 2021 of Fubo compared to nine months in the prior year period, $301.6 million of higher subscription revenue due to increases in our subscriber base, $78.5 million of higher subscription revenue due to increases in subscription package prices and a $48.8 million increase in advertising revenue resulting from an increase in the number of impressions sold.

Subscriber related expenses

During the year ended December 31, 2021, we recognized subscriber related expenses of $593.2 million compared to $204.2 million during the year ended December 31, 2020. The increase of $389.0 million was primarily due to a full year of expenses in 2021 of Fubo compared to nine months in the prior year period comprised of an increase of $371.4 million in affiliate distribution rights and $12.5 million in other distribution costs primarily driven by an increase in the number of subscribers.

Broadcasting and transmission

During the year ended December 31, 2021, we recognized broadcasting and transmission expenses of $55.6 million compared to $29.5 million during the year ended December 31, 2020. The increase of $26.1 million was primarily due to a full year of expenses in 2021 of Fubo compared to nine months in the prior year period and higher number of linear feeds due to additional channel launches.

Sales and marketing

During the year ended December 31, 2021, we recognized sales and marketing expenses of $135.7 million compared to $63.1 million during the year ended December 31, 2020. The increase of $72.6 million was primarily due to a full year of expenses in 2021 of Fubo compared to nine months in the prior year period and increased marketing expenses incurred to acquire new customers to our streaming platform.

Technology and development

During the year ended December 31, 2021, we recognized technology and development expenses of $55.4 million compared to $30.2 million during the year ended December 31, 2020. The increase of $25.2 million was primarily due to a full year of expenses in 2021 of Fubo compared to nine months in the prior year period including an increase of $16.9 million in salaries due to an increase in employee headcount and $8.6 million in stock-based compensation.

General and Administrative

During the year ended December 31, 2021, general and administrative expenses totaled $89.0 million compared to $77.6 million for the year ended December 31, 2020. The increase of $11.4 million was primarily due to a full year of expenses in 2021 of Fubo compared to nine months in the prior year period including a $5.2 million increase in sales tax reserves, $1.3 million increase in stock-based compensation and $5.0 million increase in salaries due to an increase in employee headcount.

Depreciation and amortization

During the year ended December 31, 2021, we recognized depreciation and amortization expenses of $37.7 million compared to $44.0 million during the year ended December 31, 2020. The decrease of $6.3 million is primarily related to a reduction of $16.4 million of amortization expense related to intangible assets of FaceBank Pre-Merger that were subject to impairment charges in the third and fourth quarters of 2020, offset in part by a full year of expenses in 2021 compared to nine months in the prior year period.

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Impairment of intangible assets and goodwill

During the year ended December 31, 2020, we recognized an impairment of Facebank Pre-Merger intangible assets and goodwill of $248.9 million.

Other Income (Expense)

During the year ended December 31, 2021, we recognized $26.2 million of other expense (net), compared to $129.2 million of other expense (net) during the year ended December 31, 2020. The decrease of $103.0 million is primarily related to an $86.0 million reduction in the change in fair value of warrant liabilities, a $24.1 million decrease in loss on extinguishment of debt, an $11.9 million reduction in loss on deconsolidation of Nexway during 2020 and a $5.2 million reduction of interest expense, partially offset by an increase of $14.9 million in amortization of debt discount, $7.6 million gain on the sale of the Facebank AG and Nexway assets during 2020 and $2.6 million unrealized gain on our equity method investment in Nexway in 2020. Facebank AG and Nexway were sold in July 2020.

Income tax benefit

During the year ended December 31, 2021, we recognized an income tax benefit of $2.7 million compared to $9.7 million during the year ended December 31, 2020. The decrease of $7.0 million in the income tax benefit is primarily due to our inability to fully recognize the future tax benefits on current year losses.

Loss from discontinued operations, net of tax

During the year ended December 31, 2021, we recognized a loss from discontinued operations of $31.2 million related to the Wagering business that was terminated in October 2022. There is no comparable information for the year ended December 31, 2020.

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Key Performance Metrics

We use certain key performance metrics to monitor and manage our business, including to measure our operating performance, identify trends affecting our business and make strategic decisions. We believe these key performance metrics provide useful information to investors in evaluating our operating results in the same manner management does.

Paid Subscribers

We believe the number of paid subscribers is a relevant measure to gauge the size of our user base. Paid 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.

As of December 31, 2022 and 2021, we had approximately 1.4 million and 1.1 million paid subscribers in the United States and Canada ("North America" or "NA"), respectively. We had 0.4 million and 0.2 million paid subscribers in the remaining territories in which the Company operates ("Rest of World" or "ROW") as of December 31, 2022 and 2021, respectively.

Average Revenue Per User

Beginning in the third quarter of 2022, Average Revenue Per User (“ARPU”) is calculated using GAAP Subscription revenue and GAAP Advertising revenue. Previously, ARPU was calculated using Platform Bookings, which consisted of GAAP Subscription revenue and GAAP Advertising revenue, adjusted for deferred revenue.

We believe ARPU provides useful information for investors to gauge the revenue generated per subscriber on a monthly basis. ARPU, with respect to a given period, is defined as total Subscription revenue and Advertising revenue recognized in such period, divided by the average daily paid subscribers in such period, divided by the number of months in such period. Advertising revenue, like Subscription revenue, is primarily driven by the number of subscribers to our platform and per-subscriber viewership such as the type of, and duration of, content watched on platform. We believe ARPU is an important metric for both management and investors to evaluate the Company’s core operating performance and measure our subscriber monetization, as well as evaluate unit economics, payback on subscriber acquisition cost and lifetime value per subscriber. In addition, we believe that presenting a geographic breakdown for North America ARPU and ROW ARPU allows for a more meaningful assessment of the business because of the significant differences in both Subscription revenue and Advertising revenue generated on a per subscriber basis in North America when compared to ROW due to our current subscription pricing models and advertising monetization in the two geographic regions. Comparable information for the year ended December 31, 2022 is not presented for ROW ARPU because until our acquisition of our French streaming service, Molotov, in December 2021, we primarily operated in North America and therefore we believe such a comparison would not provide useful information for investors in evaluating our business

Our NA ARPU was $72.74 and $70.50 for the years ended December 31, 2022 and 2021, respectively. Our ROW ARPU was $6.14 for the year ended December 31, 2022.

Gross Profit and Gross Margin (GAAP)

Gross Profit is defined as Revenue less Subscriber related expenses and Broadcasting and transmission. Gross Margin is defined as Gross Profit divided by Revenue. We believe these measures are useful because they represent key profitability metrics for our business and are used by management to evaluate the performance of our business, including measuring the cost to deliver our product to subscribers against revenue.

Our gross profit was $(41.1) million and $(10.4) million for the years ended December 31, 2022 and 2021, respectively. Our gross margin was (4.1)% and (1.6)% for the same periods, respectively.

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The tables below provide a reconciliation of NA ARPU and ROW ARPU to GAAP Subscription and Advertising Revenue (in thousands, except average subscribers and average per user amounts):

Reconciliation of GAAP Subscription and Advertising Revenue to North America ARPU:

Reconciliation of GAAP Subscription and Advertising Revenue to ROW ARPU:

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Liquidity and Capital Resources

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 16 in the accompanying consolidated financial statements for a further discussion of our cash commitments and contractual obligations as of December 31, 2022, including lease obligations and sponsorship agreements, in addition to our discussion below regarding the dissolution of Fubo Gaming in October 2022. Our primary sources of cash are receipts from subscribers and advertising revenue as well as proceeds from equity and debt financings. Our primary uses of cash are content and programming license fees and operating expenses, including payroll-related, marketing, technology and professional fees. In addition, prior to the dissolution of our subsidiary, Fubo Gaming, on October 17, 2022, and the concurrent termination of operations of Fubo Sportsbook, our primary uses of cash included expenses related to the launch and operations of our wagering business.

We successfully raised $389.4 million, net of offering expenses, through the sale of 3.25% senior convertible notes in February 2021. We currently have an effective shelf registration statement on Form S-3 (No. 333-258428) initially filed with the SEC on August 4, 2021, as amended (the “2021 Form S-3”) pursuant to 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. We also have an additional 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.

On August 13, 2021, we entered into an at-the-market sales agreement with Evercore Group L.L.C., Needham & Company, LLC and Oppenheimer & Co. Inc., as sales agents, under which we, from time to time, sold shares of our common stock having an aggregate offering price of up to $500.0 million through the sales agents (the “2021 ATM Program”) under our 2021 Form S-3. On August 4, 2022, we terminated the 2021 ATM Program, and 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 "2022 ATM Program," and, collectively, with the 2021 ATM Program, the "ATM Programs") under our 2021 Form S-3.

During the year ended December 31, 2022, we sold 50,620,577 shares of our common stock in at-the-market offerings pursuant to the 2021 Form S-3 and ATM Programs, resulting in net proceeds of approximately $292.1 million, after deducting agent commissions and issuance costs. As of December 31, 2022, we had cash, cash equivalents and restricted cash of $343.2 million.

As a result of the dissolution of Fubo Gaming and termination of Fubo Sportsbook operations, we incurred immaterial charges for severance and other employee-related costs. We also expect to incur other cash charges, the amount and timing of which cannot be estimated at this time.

We may be required to seek additional capital, including in the event we engage in repurchases of our debt or equity securities in the future. Subject to market conditions, we are considering various financing opportunities, which may include one or a combination of secured indebtedness, unsecured indebtedness and equity or equity-linked securities. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to us. Issuing additional shares of our capital stock, other equity securities, or additional securities convertible into equity may dilute the economic and voting rights of our existing shareholders, reduce the market price of our common stock, or both. Debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion. Preferred stock, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit our ability to pay dividends to the holders of our common stock. Our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, which may adversely affect the amount, timing, or nature of our future offerings. As a result, holders of our common stock bear the risk that our future offerings may reduce the market price of our common stock and dilute their percentage ownership. If we are unable to raise additional capital due to unfavorable market conditions, including rising interest rates, or otherwise, or generate cash flows necessary to expand our operations and invest in continued innovation, we may not be able to compete successfully, which would harm our business, operations, and financial condition.

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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, develop new technologies that can compete in a rapidly changing market with many competitors and the need to enter into collaborations with other companies or acquire other companies or technologies to enhance or complement our product and service offerings. We believe our existing cash, cash equivalents and restricted cash will provide us with the necessary liquidity to continue as a going concern for at least the next twelve months.

In addition to the foregoing, based on our current assessment, we do not expect any material impact on our long-term development timeline and our liquidity due to the worldwide COVID-19 pandemic and other macroeconomic factors, including inflationary cost pressures and potential recession indicators. However, we are continuing to assess the impact that COVID-19 and other macroeconomic factors may have on our operations. Although the number of people who have been vaccinated has been increasing, the future effects of COVID-19 are unknown and the potential future impact on our results of operations, financial condition or liquidity depends on factors beyond our knowledge and control. See Note 11 in the accompanying consolidated financial statements for further discussion regarding our outstanding indebtedness.

Cash Flows (in thousands)

Continuing Operations

Operating Activities

For the year ended December 31, 2022, net cash used in operating activities was $289.8 million, which consisted of our net loss of $425.0, adjusted for non-cash movements of $95.9 million. The non-cash movements consist primarily of $36.7 million of depreciation and amortization expenses, $52.5 million of stock-based compensation, $2.5 million of amortization of debt discounts and $3.1 million amortization of right of use assets, partially offset by $1.7 million of change in fair value of warrant liability. Changes in operating assets and liabilities resulted in cash inflows of approximately $39.3 million, primarily due to a net increase in accounts payable, accrued expenses and other current and long-term liabilities of $63.3 million due to timing of payments and a net increase in deferred revenue of $21.1 million, partially offset by increases in accounts receivable of $9.8 million and prepaid expenses, prepaid sports rights and other assets of $35.3 million.

For the year ended December 31, 2021, net cash used in operating activities was $171.9 million, which consisted of our net loss of $351.8 million, adjusted for non-cash movements of $102.3 million. The non-cash movements consist primarily of $37.7 million of depreciation and amortization expenses, $53.2 million of stock-based compensation, $14.9 million of amortization of debt discounts and $1.0 million amortization of right of use assets, partially offset by $2.7 million of change in fair value of warrant liability and $2.7 million of deferred income tax benefit. Changes in operating assets and liabilities resulted in cash inflows of approximately $77.6 million, primarily due to a net increase in accounts payable, accrued expenses and other current and long-term liabilities of $73.4 million due to timing of payments and a net increase in deferred revenue of $26.1 million, partially offset by increases in accounts receivable of $15.0 million and prepaid expenses, prepaid sports rights and other assets of $6.8 million.

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For the year ended December 31, 2020, net cash used in operating activities was $149.0 million, which consisted of our net loss of $599.4 million, adjusted for non-cash movements of $456.2 million. The non-cash movements included $248.9 million impairment of Facebank Pre-Merger intangible assets and goodwill, $83.3 million change in fair value of warrants, $50.7 million of stock-based compensation, $44.0 million of depreciation and amortization expenses primarily related to intangible assets, $24.5 million loss on extinguishment of debt, $12.3 million of amortization of debt discounts, $8.6 million loss on deconsolidation of Nexway (net of cash), $1.7 million of change in fair value of shares settled liability and $1.0 million of loss on foreign currency exchange, partially offset by $9.7 million of deferred income tax benefit, $7.6 million gain on the sale of assets, $2.6 million of unrealized gain on investments and $2.0 million change in fair value of profit share liability. Changes in operating assets and liabilities resulted in cash outflows of approximately $5.8 million, primarily due to a net increase in accounts receivable, prepaid expenses and other current assets of $14.7 million, a decrease in accounts payable, due to related parties and lease liabilities of $40.5 million, and partially offset by an increase in accrued expenses of $40.8 million, and deferred revenue of $8.6 million.

Investing Activities

For the year ended December 31, 2022, net cash used in investing activities was $6.0 million, which primarily consisted of $1.1 million of capital expenditures and $4.9 million for capitalized internal use software.

For the year ended December 31, 2021, net cash used in investing activities was $30.4 million, which primarily consisted of $3.4 million of capital expenditures, $4.1 million for capitalized internal use software, and $22.9 million for acquisitions.

For the year ended December 31, 2020, net cash used in investing activities was $1.5 million, which consisted of a $10.0 million advance to fuboTV Pre-Merger, $0.6 million related to the sale of Nexway and $0.2 million in capital expenditures, offset by net cash received of $9.4 million from the acquisition of fuboTV Pre-Merger.

Financing Activities

For the year ended December 31, 2022, net cash provided by financing activities was $296.3 million. The net cash provided is primarily related to approximately $292.1 million of net proceeds received from the “at-the market” offering and $5.8 million of proceeds received from the exercise of stock options and warrants. These proceeds were offset by repayments of $1.7 million of outstanding debt.

For the year ended December 31, 2021, net cash provided by financing activities was $512.0 million. The net cash provided is primarily related to approximately $389.4 million of net proceeds received from the issuance of senior convertible notes, $140.4 million of net proceeds received from the “at-the market” offering and $6.8 million of proceeds received from the exercise of stock options and warrants. These proceeds were offset by repayments of $24.7 million of outstanding debt.

For the year ended December 31, 2020 net cash provided by financing activities was $279.1 million. The net cash provided is primarily related to $278.9 million of proceeds received from the sale of our common stock, $33.6 million of proceeds received in connection with short-term and long-term borrowings, $3.9 million from the exercise of stock options and warrants and $3.0 million of proceeds received from the issuance of convertible notes. These proceeds were partially offset by repayments of $35.4 million of notes payable, repayment of $3.9 million of convertible notes, and $0.9 million in connection with the redemption of Series D preferred stock.

Discontinued operations

Operating and Investing Activities

For the year ended December 31, 2022, net cash used in operating and investing activities was $26.9 million and $6.4 million, respectively, due to the launch of Fubo Sportsbook in the fourth quarter of 2021. Fubo Sportsbook was terminated in October 2022.

For the year ended December 31, 2021, net cash used in operating and investing activities was $24.0 million and $45.8 million, respectively, to launch Fubo Sportsbook.

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Critical Accounting Policies and Estimates

Our discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. 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. Actual results could differ from those estimates. We have identified all significant accounting policies in Note 3 to our consolidated financial statements in Part II, Item 8 of this Annual Report.

Business Combinations

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.

In accounting for the Merger described in Note 5 to our consolidated financial statements in Part II, Item 8 of this Annual Report, judgment was required in determining the accounting acquirer. Our evaluation of the accounting acquirer considered various indicators including voting rights, minority voting interest, composition of board of directors, composition of management and relative size of the entities. We ultimately concluded that Facebank Pre-Merger was the accounting acquirer in the Merger because (i) FaceBank Pre-Merger’s shareholders owned approximately 57% of the voting common shares of the combined company immediately following the closing of the Merger (54% assuming the exercise of all vested stock options as of the closing of the transaction) and (ii) directors appointed by FaceBank Pre-Merger would hold a majority of board seats in the combined company.

Goodwill

We test goodwill for impairment on an annual basis during the fourth quarter of each calendar year or earlier when circumstances dictate. We measure recoverability of goodwill at the reporting unit level. The process of determining the fair value of a reporting unit is highly subjective and involves the use of significant estimates and assumptions. In performing our annual assessment, we can opt to perform a qualitative assessment to test a reporting unit’s goodwill for impairment or we can directly perform a quantitative assessment. Based on our qualitative assessment, if we determine that the fair value of our reporting unit is, more likely than not, less than its carrying amount, then the quantitative assessment is performed. Any excess of the reporting unit’s carrying amount over its fair value will be recorded as an impairment loss.

During the third quarter of 2020, we identified a triggering event related to our Facebank reporting unit that required us to perform a quantitative assessment. We concluded that the fair value of the reporting unit was less than its carrying value and we recognized an impairment charge of $148.1 million in third quarter of 2020. The impairment charge was primarily related to the departure of the former executive of the Facebank business and our shift in focus to the Fubo business.

We performed our annual impairment test in the fourth quarter of 2021 and concluded that no additional impairment charges were necessary.

In the second quarter of 2022, we identified a triggering event that required us to perform a quantitative assessment of impairment of goodwill as of June 30, 2022. We concluded that the fair value of goodwill attributable to the Wagering reporting unit was less than its carrying value, which resulted in full impairment of the goodwill of $10.7 million. There was no impairment identified for the Streaming reporting unit as of June 30, 2022.

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In the fourth quarter of 2022, we identified a triggering event that required us to perform a quantitative assessment of goodwill for the Streaming reporting unit as of December 31, 2022. The results of the impairment test also showed that the fair value of the streaming reporting unit was in excess of its carrying value by 3.5%. Therefore no impairment charge was recorded during the quarter ended December 31, 2022.

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 December 31, 2022 goodwill impairment test reflected 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:

Intangible Assets

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

During the third and fourth quarters of 2020, we identified triggering events related to our Facebank intangible assets that required us to perform a quantitative assessment. We concluded that the fair value of the intangible assets was less than its carrying value and we recognized impairment charges of $100.3 million related to the legacy Facebank intangible assets.

The Company determined that the initiation of a strategic review of its interactive wagering business in August 2022 constituted a triggering event, in that there would be a significant change in the extent and manner in which the long-lived assets of Fubo Sportsbook would be used, and there was an expectation that the assets would be sold or otherwise disposed of. For the year ended December 31, 2022, the Company determined the carrying value of the asset groups, within Fubo Sportsbook, did not exceed future undiscounted cash flows. The Company then calculated the fair value of the asset groups as the present value of the estimated future cash flows and determined that the carrying value exceeded the fair value in certain instances. Based on this analysis, the Company recognized an aggregate non-cash impairment charge of $76.7 million which represented substantially all of the long-lived assets of Fubo Sportsbook.

Stock Compensation

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.

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

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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 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.

The Black-Scholes model assumptions are further described below:

•Common stock – the fair value of the Company’s common stock.

•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.

•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.

•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.

•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.

There were no stock options issued during the year ended December 31, 2022.

The following assumptions were used in determining the fair value of stock options granted during the years ended December 31, 2021 and 2020:

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.

We estimate the fair value of our market and service condition stock option awards on the grant date using a Monte Carlo simulation model. The Monte Carlo simulation incorporates into the valuation the possibility that the stock price goals may not be satisfied. One of the most judgmental assumptions in the Monte Carlo simulation is the estimated fair value of the common stock underlying the award. If the stock price goals are met sooner than the derived service period, we will adjust our stock-based compensation expense to reflect the cumulative expense associated with the vested award. We will recognize stock-based compensation expense over the requisite service period, regardless of whether the stock price goals are achieved.

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The following assumptions were used in determining the fair value of stock options granted during the years ended December 31, 2021 and 2020 in the Monte Carlo simulation model:

We account for forfeitures as they occur.

Recently Issued Accounting Pronouncements

See Note 3 to our consolidated financial statements in Part II, Item 8 of this Annual Report for a discussion of recent accounting policies.

Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You
should read the following discussion and analysis of our financial condition and results of operations together with our consolidated
financial statements and the related notes and other financial information included elsewhere in this Annual Report. Some
of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report, including information
with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You
should review the sections titled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” for
a discussion of forward-looking statements and important factors that could cause actual results to differ materially from the results
described in or implied by the forward-looking statements contained in the following discussion and analysis. Our historical results
are not necessarily indicative of the results that may be expected for any period in the future.

The results of
our operations for the year ended December 31, 2021 are not readily comparable against the results of our operations for the year ended
December 31, 2020 as a result of our acquisitions of fuboTV Pre-Merger during 2020 and the acquisitions of Facebank AG
and Nexway AG during 2019 that were disposed of in 2020.

Overview

Our
business motto is “come for the sports, stay for the entertainment.”

First,
we leverage sporting events to acquire subscribers at lower acquisition costs, given the built-in demand for sports. We then leverage
our technology and data to drive higher engagement and induce retentive behaviors such as favoriting channels, recording shows, and increasing
discovery through our proprietary machine learning recommendations engine. Next, we look to monetize our growing base of highly engaged
subscribers by driving higher average revenue per user.

We
believe our expected expansion into wagering and interactivity is core to this model. We believe free-to-play predictive games enhance
the sports streaming experience - while also providing a bridge between video and our sportsbook. We expect the continued integration
of gaming with our expansive live sports coverage will create a flywheel that lifts engagement and retention, expands advertising revenue
through increased viewership, and creates additional opportunities for Attachment sales.

We
drive our business model with three core strategies:

COVID-19
Update

The
widespread global impact from the outbreak and spread of the COVID-19 pandemic continued throughout 2021. We took precautionary measures
to protect the health and safety of our employees and slow down the spread of the virus by transitioning our workforce to remote working
as we closed our offices.

The
global spread of COVID-19 and the various attempts to contain it created significant volatility, uncertainty, and economic disruption
in 2020. The impact of the COVID-19 pandemic on our operations began towards the end of the first quarter of 2020, impacting advertising
markets and the availability of live sport events, as numerous professional and college sports leagues cancelled or altered seasons and
events.

During
2021, the ongoing COVID-19 pandemic continued to accelerate the shift of TV viewing away from traditional pay TV to streaming
TV and the on-going shift of advertising budgets away from traditional linear TV into streaming offering. While in 2021 we experienced
an increase in TV streaming and our overall business was largely unaffected by the COVID-19 pandemic there can be no assurance that these
positive trends will continue during the remainder of 2022 and beyond.

Merger
with fuboTV Sub

On
April 1, 2020, fuboTV Acquisition Corp., a Delaware corporation and our wholly-owned subsidiary (“Merger Sub”) merged with
and into fuboTV Sub, whereby fuboTV Sub continued as the surviving corporation and became our wholly-owned subsidiary pursuant to the
terms of the Agreement and Plan of Merger and Reorganization dated as of March 19, 2020, by and among us, Merger Sub and fuboTV Sub (the
“Merger Agreement”). Following the Merger, we changed our name from “FaceBank Group, Inc.” to “fuboTV Inc.,”
and we changed the name of fuboTV Sub to “fuboTV Media, Inc.” The combined company operates under the name “fuboTV,”
and our trading symbol is “FUBO.”

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In
accordance with the terms of the Merger Agreement, at the effective time of the Merger, all of the capital stock of fuboTV Sub was converted
into the right to receive shares of our newly created class of Series AA convertible preferred stock, par value $0.0001 per share (the
“Series AA Preferred Stock”). Each share of Series AA Preferred Stock was entitled to 0.8 votes per share and was convertible
into two (2) shares of our common stock following the sale of such share of Series AA Preferred Stock on an arms’-length basis
either pursuant to Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act. In
January and February 2021, 9,807,367 shares of Series AA Preferred Stock converted into 19,614,734 shares of common stock. On March 1,
2021, we consummated an offer to exchange the remaining outstanding shares of Series AA Preferred Stock for two shares of our common
stock per share of Series AA Preferred Stock (the “Exchange Offer”). As a result of the Exchange Offer, 13,412,246 shares
of Series AA Preferred Stock, representing 100% of the outstanding shares of Series AA Preferred Stock, were exchanged for 26,824,492
shares of our common stock.

Unless
otherwise stated, 2020 financial statements and metrics include FaceBank Pre-Merger from January 1, 2020 through March 31, 2020.

Nature
of Business

The
Company is a leading live TV streaming platform for sports, news, and entertainment. The Company’s revenues are almost entirely
derived from the sale of subscription services and the sale of advertisements in the United States, though the Company has started to
expand into international markets, with operations in Canada, Spain and France.

Our
subscription-based services are offered to consumers who can sign-up for accounts at https://fubo.tv, through which we provide basic
plans with the flexibility for consumers to purchase the add-ons and features best suited for them. Besides the website, consumers can
also sign-up via some TV-connected devices. Our platform provides, what we believe to be, a superior viewer experience, with a broad
suite of unique features and personalization capabilities such as multi-channel viewing capabilities, favorites lists and a dynamic recommendation
engine as well as 4K streaming and Cloud DVR offerings.

We
launched a business-to-consumer online mobile sportsbook (“Fubo Sportsbook”) in the states of Iowa and Arizona in the fourth
quarter of 2021. We are planning to launch in additional states during 2022, subject to obtaining requisite regulatory approvals. During
the year ended December 31, 2021, we entered into market access agreements with third parties in various states and paid $44.2
million under those market access agreements. See Note 8 in the accompanying consolidated financial statements.

Seasonality

We
generate significantly higher levels of revenue and subscriber additions in the third and fourth quarters of the year. This seasonality
is driven primarily by sports leagues, specifically the National Football League, which has a shorter partial-year season. In addition,
we typically see subscribers on our platform decline from the fourth quarter of the previous year through the first and second quarter
of the following year. We anticipate similar trends and user behavior for our recently launched Fubo Sportsbook given the seasonal nature
of sports. We anticipate similar trends and user behavior for our recently launched Fubo Sportsbook given the seasonal nature of sports
as described above.

Segments

Prior to the third quarter of 2021, we operated
our business and reported our results through a single reportable segment. As a result of the launch of our online wagering business,
we began to operate our business and report our results through two operating and reportable segments: streaming and online wagering.
These segments are components of the Company for which separate discrete financial information is available to and evaluated regularly
by the chief operating decision maker. Revenue and adjusted operating expenses are the metrics
reported to the Company’s chief operating decision maker for purposes of making decisions about allocation of resources to, and
assessing performance of, each reportable segment. Adjusted operating expenses is calculated as operating expenses, excluding stock-based
compensation expense.

Components
of Results of Operations

Revenues

Subscription

Subscription
revenue consists primarily of subscription plans sold through the Company’s website and third-party app stores.

Advertising

Advertising
revenue consists primarily of fees charged to advertisers who want to display ads (“impressions”) within the streamed content.

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Software
licenses, net

Software
license revenue consists of revenue generated from the sale of software licenses at one of our former subsidiaries, Nexway eCommerce
Solutions. As a result of the deconsolidation of Nexway AG, which was effective as of March 31, 2020, the Company no longer generates
revenue from software licenses.

Other

Other
revenue consists of a contract to sub-license rights to broadcast certain international sporting events to a third party.

Subscriber
Related Expenses

Subscriber
related expenses consist primarily of affiliate distribution rights and other distribution costs related to content streaming.

Broadcasting
and Transmission

Broadcasting
and transmission expenses consist primarily of the cost to acquire a signal, transcode, store, and retransmit it to the subscribers.

Sales
and Marketing

Sales
and marketing expenses consist primarily of payroll and related costs, benefits, rent and utilities, stock-based compensation, agency
costs, advertising campaigns and branding initiatives.

Technology
and Development

Technology
and development expenses consist primarily of payroll and related costs, benefits, rent and utilities, stock-based compensation, technical
services, software expenses, and hosting expenses.

General
and Administrative

General
and administrative expenses consist primarily of payroll and related costs, benefits, rent and utilities, stock-based compensation, corporate
insurance, office expenses, professional fees, as well as travel, meals, and entertainment costs.

Depreciation
and amortization

Depreciation
and amortization expense includes depreciation of fixed assets and amortization of finite-lived intangible assets.

Other
income (expense)

Other
income (expense) primarily consists of issuance gains/losses and the change in fair value of financial instruments, interest expense
and financing costs on our outstanding borrowings and the loss recorded on the deconsolidation of a subsidiary.

Income
tax benefit

The
income tax benefit is driven by the change in deferred tax assets and liabilities and resulting change in valuation allowance.

Results
of Operations for the years ended December 31, 2021 and 2020 (in thousands):

On
August 15, 2019 and September 16, 2019, the Company acquired Facebank AG and Nexway, respectively and on April 1, 2020 the Company acquired
fuboTV Pre-Merger. The results of our operations for the year ended December 31, 2020 includes the results of operations of Facebank
AG and Nexway, which were disposed of in July 2020. Because of this, certain of our results of operations for the year ended December
31, 2021 are not comparable to the results of operations for the year ended December 31, 2020.

52

Revenue,
net

During
the year ended December 31, 2021, we recognized revenues of $638.4 million, primarily consisting of $564.4 million of subscription revenue,
$73.7 million of advertising revenue and $0.2 million in other revenue.

During
the year ended December 31, 2020, we recognized revenues of $217.7 million primarily consisting of $184.3 million of subscription revenue,
$24.9 million of advertising revenue, $7.3 million related to the sale of software licenses from our subsidiary Facebank AG and $1.2
million of other revenue. We sold Facebank AG in July 2020.

The
increase of $420.6 million was primarily due to a full year of revenue in 2021 of fuboTV compared to nine months in the prior year period,
higher subscription revenue due to increases in our subscriber base and subscription package prices and an increase in advertising revenue
resulting from an increase in the number of impressions sold.

53

Subscriber
related expenses

During
the year ended December 31, 2021, we recognized subscriber related expenses of $593.2 million compared to $204.2 million during the year
ended December 31, 2020. The increase of $389.0 million was primarily due to a full year of expenses in 2021 of fuboTV compared to nine
months in the prior year period and an increase in affiliate distribution rights and other distribution costs resulting from an increase
in subscribers.

Broadcasting
and transmission

During
the year ended December 31, 2021, we recognized broadcasting and transmission expenses of $55.6 million compared to $29.5 million during
the year ended December 31, 2020. The increase of $26.1 million was primarily due to a full year of expenses in 2021 of fuboTV compared
to nine months in the prior year period and higher number of linear feeds due to additional channel launches.

Sales
and marketing

During
the year ended December 31, 2021, we recognized sales and marketing expenses of $142.4 million compared to $63.1 million during the year
ended December 31, 2020. The increase of $79.3 million was primarily due to a full year of expenses in 2021 of fuboTV compared to nine
months in the prior year period and increased marketing expenses incurred to acquire new customers to our streaming platform.

Technology
and development

During
the year ended December 31, 2021, we recognized technology and development expenses of $60.5 million compared to $30.2 million during
the year ended December 31, 2020. The increase of $30.3 million was primarily due to a full year of expenses in 2021 of fuboTV compared
to nine months in the prior year period, an increase of $16.9 million in salaries due to an increase in employee headcount, $8.6 million
in stock-based compensation and $4.8 million in costs related to the launch of our online wagering operations.

General
and Administrative

During
the year ended December 31, 2021, general and administrative expenses totaled $108.2 million compared to $77.6 million for the
year ended December 31, 2020. The increase of $30.6 million was primarily due to a full year of expenses in 2021 of fuboTV compared
to nine months in the prior year period, a $5.2 million increase in sales tax reserves, a $1.3 million increase in stock-based compensation,
$9.0 million related to the launch of our online wagering operations, a $6.2 million increase in professional fees and a $3.4 million
increase related to business insurance, and $5.0 million increase in salaries due to an increase in employee headcount.

Depreciation
and amortization

During
the year ended December 31, 2021, we recognized depreciation and amortization expenses of $37.9 million compared to $44.0 million during
the year ended December 31, 2020. The decrease of $6.1 million is primarily related to a reduction of $16.4 million of amortization expense
related to intangible assets of FaceBank Pre-Merger that were subject to impairment charges in the third and fourth quarters of 2020,
offset in part by a full year of expenses in 2021 compared to nine months in the prior year period.

Impairment
of intangible assets and goodwill

During
the year ended December 31, 2020, we recognized an impairment of Facebank Pre-Merger intangible assets and goodwill of $248.9 million.

Other
Income (Expense)

During
the year ended December 31, 2021, we recognized $26.2 million of other expense (net), compared to $129.2 million of other expense (net)
during the year ended December 31, 2020. The decrease of $102.9 million is primarily related to an $86.0 million reduction in the change
in fair value of warrant liabilities, a $24.1 million decrease in loss on extinguishment of debt, an $11.9 million reduction in loss
on deconsolidation of Nexway during 2020 and a $5.2 million reduction of interest expense, partially offset by an increase of $14.9 million
in amortization of debt discount, $7.6 million gain on the sale of the Facebank AG and Nexway assets during 2020 and $2.6 million unrealized
gain on our equity method investment in Nexway in 2020. Facebank AG and Nexway were sold in July 2020.

54

Income
tax benefit

During
the year ended December 31, 2021, we recognized an income tax benefit of $2.7 million compared to $9.7 million during the year
ended December 31, 2020. The decrease of $7.0 million in the income tax benefit is primarily due to our inability to fully recognize
the future tax benefits on current year losses.

Results
of Operations for the years ended December 31, 2020 and 2019 (in thousands):

On
August 15, 2019, the Company acquired 100% of the capital stock of Facebank AG. On September 16, 2019, the Company acquired approximately
51% of the stock of Nexway. On April 1, 2020, the Company merged with fuboTV Pre-Merger. The results of our operations for the year ended
December 31, 2020 include the results of operations of Facebank AG and Nexway and also include the effects of the deconsolidation of
Nexway as of March 31, 2020 and the sale of Facebank AG in the three months ended September 30, 2020. The results of our operations for
the year ended December 31, 2020 also include the results of operations of fuboTV post-Merger from April 1, 2020. Because of this, the
results of operations for the years ended December 31, 2020 and 2019 are not comparable.

55

Revenue,
net

During
the year ended December 31, 2020, we recognized revenues of $217.7 million, primarily related to $184.3 million of subscription revenue,
$24.9 million of advertising revenue and $1.2 million in other revenue in connection with the second quarter acquisition of fuboTV Pre-Merger.
These revenues were generated entirely by the fuboTV business, which we acquired through the Merger that closed on April 1, 2020, and
there are no comparable results in the prior year. In addition, we generated $7.3 million related to the sale of software licenses from
our acquisition Nexway.

Subscriber
related expenses

During
the year ended December 31, 2020, we recognized subscriber related expenses of $204.2 million due to affiliate distribution rights and
other distribution costs in connection with the streaming revenue generated from the fuboTV business. There are no comparable results
in the prior year.

Broadcasting
and transmission

During
the year ended December 31, 2020, we recognized broadcasting and transmission expenses of $29.5 million primarily related to transmissions
of our services in connection with the streaming revenue generated from the fuboTV business. There are no comparable results in the prior
year.

Sales
and marketing

During
the year ended December 31, 2020, we recognized sales and marketing expenses of $63.1 million as compared to $0.5 million during the
year ended December 31, 2019. The increase in sales and marketing expense is primarily related to marketing expenses incurred to acquire
new customers to the fuboTV streaming platform after the Merger on April 1, 2020. There are no comparable results in the prior year.

Technology
and development

During
the year ended December 31, 2020, we recognized technology and development expenses of $30.2 million in connection with the development
of our streaming platform after the Merger on April 1, 2020. There were no technology and development expenses recognized during the
year ended December 31, 2019.

General
and Administrative

During
the year ended December 31, 2020, general and administrative expenses totaled $77.6 million, compared to $13.3 million for the year ended
December 31, 2019. The increase of $64.3 million was primarily related to $43.9 million of stock-based compensation, $16.7 million of
incremental general and administrative expenses as a result of the acquisition of fuboTV Pre-Merger, $7.5 million in professional fees
and $1.2 million in insurance partially offset by a reduction of $5.1 million of expenses related to Facebank AG and Nexway, which was
sold during 2020.

Depreciation
and amortization

During
the year ended December 31, 2020, we recognized depreciation and amortization expenses of $44.0 million compared to $20.8 million during
the year ended December 31, 2019. The increase of $23.2 million is primarily related to $27.2 million of amortization expense recorded
for the intangible assets acquired in connection with the Merger on April 1, 2020 offset by a reduction of amortization expense of $4.5
million resulting from the impairment of legacy Facebank intangible assets recorded during 2020.

Impairment
of intangible assets and goodwill

During
the year ended December 31, 2020, we recognized an impairment of Facebank Pre-Merger intangible assets and goodwill of $248.9 million.
During the year ended December 31, 2019, we recognized an impairment of intangible assets of Nexway of $8.6 million.

Other
Income (Expense)

During
the year ended December 31, 2020, we recognized $129.2 million of other expense (net), compared to $4.5 million during the year ended
December 31, 2019. The increase of $124.6 million was primarily related to an increase of $83.3 million change in fair value of warrant
liabilities, $16.6 million of interest expense on our outstanding borrowings, $24.5 million loss on extinguishment of debt, $11.9 million
loss on the deconsolidation of Nexway, $4.5 million change in fair value of subsidiary warrants, $1.7 million change in fair value of
change in shares settled liability, $1.2 million change in fair value of derivative liabilities, and $1.0 million increase in foreign
currency exchange loss. These expenses were partially offset by a $8.3 million loss on investment recorded during 2019, $7.6 million
gain on the sale of the Facebank AG and Nexway assets, $2.2 million change in fair value of profit share liability and $2.6 million unrealized
gain on our equity method investment in Nexway.

56

Income
tax benefit

During
the year ended December 31, 2020, we recognized an income tax benefit of $9.7 million compared to $5.3 million during the year ended
December 31, 2019. The increase is due to an increase in deferred tax assets primarily resulting from the merger.

Key
Metrics & Non-GAAP Measures

Unless
otherwise stated, 2020 metrics below represent fuboTV Pre-Merger plus FaceBank pre-merger less Facebank AG and Nexway, businesses sold
in July 2020 (“Pro-forma fuboTV Pre-Merger”).

Certain
measures used in this Annual Report, including Average Revenue Per User (“ARPU”), Average Cost Per User (“ACPU”)
and Adjusted Contribution Margin (“ACM”) are non-GAAP financial measures. We believe ARPU, ACPU and Adjusted Contribution
Margin 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 revenue. 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.

Paid
Subscribers

We
believe the number of paid subscribers is a relevant measure to gauge the size of our user base. Paid subscribers are total subscribers
that have completed registration with fuboTV, have activated a payment method (only reflects one paying user per plan), from which fuboTV
has collected payment in the month ending the relevant period. Users who are on a free (trial) period are not included in this metric.
We had 1,129,807 (excluding the impact of the acquisition of Molotov) and 547,880 paid subscribers as of December 31, 2021 and
2020, respectively.

Content
Hours

We
believe the number of Content Hours streamed on our platform is a relevant measure to gauge user engagement. Content Hours is defined
as the sum of total hours of content watched on the fuboTV platform for a given period. We had 1,160.8 million and 544.9 million Content
Hours streamed in the years ended December 31, 2021 and 2020, respectively.

Non-GAAP
Monthly Average Revenue Per User (“ARPU”)

We
believe Non-GAAP Monthly Average Revenue Per User (“ARPU”) is a relevant measure to gauge the revenue received per subscriber
on a monthly basis. ARPU is defined as total subscriber revenue collected in the period, also known as Platform Bookings (subscriber
and advertising revenues excluding other revenues) divided by the average daily paid subscribers in such period divided by the number
of months in the period. Our ARPU was $72.70 and $62.84 for the years ended December 31, 2021 and 2020, respectively.

Non-GAAP
Monthly Average Cost Per User (“ACPU”)

We
believe Non-GAAP Monthly Average Cost Per User (“ACPU”) is a relevant measure to gauge our variable expenses per subscriber.
ACPU reflects Variable COGS per user, defined as subscriber related expenses less minimum guarantees expensed, payment processing for
deferred revenue, In App Billing fees for deferred revenue and other subscriber related expenses in a given period, divided by the average
daily subscribers in the period, divided by the number of months in the period. Our ACPU was $65.62 and $56.48 for the years ended
December 31, 2021 and 2020, respectively.

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Non-GAAP
Adjusted Contribution Margin (ACM)

We
believe Non-GAAP Adjusted Contribution Margin (ACM) is a relevant metric to gauge our per-subscriber profitability. ACM is calculated
by subtracting ACPU from ARPU and dividing the result by ARPU. Our ACM was 9.8% and 10.1% for the years ended December
31, 2021 and 2020, respectively.

Reconciliation
of Certain GAAP to Non-GAAP Metrics

Reconciliation
of Revenue to Non-GAAP Platform Bookings and Reconciliation of Subscriber Related Expenses to Non-GAAP Variable COGS and Adjusted Contribution
Margin (in thousands except average subscriber and average per user amounts)

Liquidity
and Capital Resources

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 16
in the accompanying consolidated financial statements for a further discussion of our cash commitments and contractual obligations, including
lease obligations, market access agreements and sponsorship agreements.

Our
primary sources of cash are receipts from subscribers and advertising revenue as well as proceeds from equity and debt financings. Our
primary uses of cash are content and programming license fees, operating expenses, including payroll-related, marketing, technology and
professional fees, and expenses related to the launch and operations of our wagering business. We successfully raised $389.4 million,
net of offering expenses, through the sale of 3.25% senior convertible notes in February 2021. We currently have an effective shelf registration
statement on Form S-3 (No. 333-258428) initially filed with the SEC on August 4, 2021, as amended (the “Form S-3”) under
which we may offer from time to time in one or more offerings any combination of common and preferred stock, debt securities, warrants,
purchase contracts and units of up to $750.0 million in the aggregate. As of December 31, 2021, we sold 5,338,607 shares of our common
stock in at-the-market offerings pursuant to our shelf registration statement, resulting in net proceeds of approximately $140.6 million,
after deducting agent commissions and issuance costs. As of December 31, 2021, we had cash and cash equivalents of $374.3 million.

58

We
may be required to seek additional capital, including in the event we engage in repurchases of
our debt or equity securities in the future. In the future, we expect to obtain financing or to further increase our capital resources
by issuing additional shares of our capital stock or offering additional debt or other equity securities, including senior or subordinated
notes, debt securities convertible into equity, or shares of preferred stock. Issuing additional shares of our capital stock, other equity
securities, or additional securities convertible into equity may dilute the economic and voting rights of our existing stockholders,
reduce the market price of our common stock, or both. Debt securities convertible into equity could be subject to adjustments in the
conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion. Preferred stock,
if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could
limit our ability to pay dividends to the holders of our common stock. Our decision to issue securities in any future offering will depend
on market conditions and other factors beyond our control, which may adversely affect the amount, timing, or nature of our future offerings.
As a result, holders of our common stock bear the risk that our future offerings may reduce the market price of our common stock and
dilute their percentage ownership. If we are unable to raise additional capital or generate cash flows necessary to expand our operations
and invest in continued innovation, we may not be able to compete successfully, which would harm our business, operations, and financial
condition.

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, develop new technologies that can compete in a rapidly changing market with many competitors and the
need to enter into collaborations with other companies or acquire other companies or technologies to enhance or complement our product
and service offerings. We believe our existing cash will provide us with the necessary liquidity to continue as a going concern for at
least the next twelve months.

In
addition to the foregoing, based on our current assessment, we do not expect any material impact on our long-term development timeline
and our liquidity due to the worldwide COVID-19 pandemic. However, we are continuing to assess the effect on its operations by monitoring
the spread of COVID-19 and the actions implemented to combat the pandemic throughout the world. Given the daily evolution of the COVID-19
outbreak, including the spread of variants, and the global response to curb its spread, COVID-19 may affect our results of operations,
financial condition, or liquidity. See Note 10 in the accompanying unaudited consolidated financial statements for further discussion
regarding our outstanding indebtedness.

Cash
Flows (in thousands)

Operating
Activities

For the year ended December 31, 2021, net cash used
in operating activities was $191.6 million, which consisted of our net loss of $383.0 million, adjusted for non-cash movements
of $114.0 million. The non-cash movements consist primarily of $38.0 million of depreciation and amortization expenses, $63.8
million of stock-based compensation, $14.9 million of amortization of debt discounts and $1.4 million amortization of right of use assets,
partially offset by $2.7 million of change in fair value of warrant liability. Changes in operating assets and liabilities resulted in
cash inflows of approximately $76.3 million, primarily due to a net increase in accounts payable, accrued expenses and other current
and long-term liabilities of $75.6 million due to timing of payments and a net increase in deferred revenue of $26.1 million, partially
offset by increases in accounts receivable of $15.1 million, prepaid expenses and other assets of $9.6 million and cash reserved
for users of $0.6 million.

59

For
the year ended December 31, 2020, net cash used in operating activities was $149.0 million, which consisted of our net loss of $599.4
million, adjusted for non-cash movements of $456.2 million. The non-cash movements included $248.9 impairment of Facebank Pre-Merger
intangible assets and goodwill, $83.3 million change in fair value of warrants, $50.7 million of stock-based compensation, $44.0 million
of depreciation and amortization expenses primarily related to intangible assets, $24.5 million loss on extinguishment of debt, $12.3
million of amortization of debt discounts, $8.6 million loss on deconsolidation of Nexway (net of cash), $1.7 million of change in fair
value of shares settled liability and $1.0 million of loss on foreign currency exchange, partially offset by $9.7 million of deferred
income tax benefit, $7.6 million gain on the sale of assets, $2.6 million of unrealized gain on investments and $2.0 million change in
fair value of profit share liability. Changes in operating assets and liabilities resulted in
cash outflows of approximately $5.8 million, primarily due to a net increase in accounts receivable, prepaid expenses and other current
assets of $14.7 million, a decrease in accounts payable, due to related parties and lease liabilities of $40.5 million, and partially
offset by an increase in accrued expenses of $40.8 million, and deferred revenue of $8.6 million.

Investing
Activities

For the year ended December 31, 2021, net cash used
in investing activities was $76.2 million, which primarily consisted of $5.1 million of capital expenditures, $22.9 million
for acquisitions, $39.8 million for payments for market access and license fee deposits, and $8.4 million for gaming licenses,
market access fees related to the launch of our online wagering operations, and capitalization of internally developed software and technology
application.

For
the year ended December 31, 2020, net cash used in investing activities was $1.5 million, which consisted of a $10.0 million advance
to fuboTV Pre-Merger, $0.6 million related to the sale of Nexway and $0.2 million in capital expenditures, offset by net cash received
of $9.4 million from the acquisition of fuboTV Pre-Merger.

Financing
Activities

For
the year ended December 31, 2021, net cash provided by financing activities was $512.0 million. The net cash provided is primarily related
to approximately $389.4 million of net proceeds received from the issuance of senior convertible notes, $140.4 million of net proceeds
received from the “at-the market” offering and $6.8 million of proceeds received from the exercise of stock options and warrants.
These proceeds were offset by repayments of $24.7 million of outstanding debt.

For
the year ended December 31, 2020, net cash provided by financing activities was $279.1 million. The net cash provided is primarily related
to $278.9 million of proceeds received from the sale of our common stock, $33.6 million of proceeds received in connection with short-term
and long-term borrowings, $3.9 million from the exercise of stock options and warrants and $3.0 million of proceeds received from the
issuance of convertible notes. These proceeds were partially offset by repayments of $35.4 million of notes payable, repayment of $3.9
million of convertible notes, and $0.9 million in connection with the redemption of Series D preferred stock.

Critical
Accounting Policies

Our
discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have
been prepared in accordance with accounting principles generally accepted in the United States of America. 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. Actual results could differ from those estimates. We have identified all significant
accounting policies in Note 3 to our consolidated financial statements in Part II, Item 8 of this Annual Report.

Business
Combinations

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.

60

In
accounting for the Merger described in Note 4 to our consolidated financial statements in Part II, Item 8 of this Annual Report, judgment was required in determining the accounting acquirer. Our evaluation of the accounting acquirer considered various indicators
including voting rights, minority voting interest, composition of board of directors, composition of management and relative size of
the entities. We ultimately concluded that Facebank Pre-Merger was the accounting acquirer in the Merger because (i) FaceBank Pre-Merger’s
stockholders owned approximately 57% of the voting common shares of the combined company immediately following the closing of the Merger
(54% assuming the exercise of all vested stock options as of the closing of the transaction) and (ii) directors appointed by FaceBank
Pre-Merger would hold a majority of board seats in the combined company.

Goodwill

We
test goodwill for impairment on an annual basis during the fourth quarter of each calendar year or earlier when circumstances dictate.
We measure recoverability of goodwill at the reporting unit level. The process of determining the fair value of a reporting unit is highly
subjective and involves the use of significant estimates and assumptions. In performing our annual assessment, we can opt to perform
a qualitative assessment to test a reporting unit’s goodwill for impairment or we can directly perform a quantitative assessment.
Based on our qualitative assessment, if we determine that the fair value of our reporting unit is, more likely than not, less than its
carrying amount, then the quantitative assessment is performed. Any excess of the reporting unit’s carrying amount over its fair
value will be recorded as an impairment loss.

During
the third quarter of 2020, we identified a triggering event related to our Facebank reporting unit that required us to perform a quantitative
assessment. We concluded that the fair value of the reporting unit was less than its carrying value and we recognized an impairment charge
of $148.1 million in third quarter of 2020. The impairment charge was primarily related to the departure of the former executive of the
Facebank business and our shift in focus to the fuboTV business.

We
performed our annual impairment test in the fourth quarter of 2021 and concluded that no additional impairment charges
were necessary.

Intangible
Assets

We
identify intangible assets acquired in a business combination and determine their fair value. The determination involves certain judgments
and estimates. 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

During
the third and fourth quarters of 2020, we identified triggering events related to our Facebank intangible assets that required us to
perform a quantitative assessment. We concluded that the fair value of the intangible assets was less than its carrying value and we
recognized impairment charges of $100.3 million related to the legacy Facebank intangible assets. There were no triggering events
during 2021.

Stock
Compensation

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.

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

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
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.

The
Black-Scholes model assumptions are further described below:

The following assumptions were used in determining the fair
value of stock options granted during the years ended December 31, 2021 and 2020:

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.

We estimate the fair value of our market and service
condition stock option awards on the grant date using a Monte Carlo simulation model. The Monte Carlo simulation incorporates into the
valuation the possibility that the stock price goals may not be satisfied. One of the most judgmental assumptions in the Monte Carlo
simulation is the estimated fair value of the common stock underlying the award. If the stock price goals are met sooner than the derived
service period, we will adjust our stock-based compensation expense to reflect the cumulative expense associated with the vested award.
We will recognize stock-based compensation expense over the requisite service period, regardless of whether the stock price goals are
achieved.

The following assumptions were used in determining
the fair value of stock options granted during the years ended December 31, 2021 and 2020 in the Monte Carlo simulation model:

We
account for forfeitures as they occur.

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Recently
Issued Accounting Pronouncements

See
Note 3 to our consolidated financial statements in Part II, Item 8 of this Annual Report for a discussion of recent
accounting policies.

Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You
should read the following discussion and analysis of our financial condition and results of operations together with our consolidated
financial statements and the related notes and other financial information included elsewhere in this Annual Report on Form 10-K.
Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report on Form 10-K, including
information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and
uncertainties. You should review the sections titled “Cautionary Note Regarding Forward-Looking Statements” and “Risk
Factors” for a discussion of forward-looking statements and important factors that could cause actual results to differ
materially from the results described in or implied by the forward-looking statements contained in the following discussion and
analysis. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Overview

Our
business model is “come for the sports, stay for the entertainment.”

First,
we leverage sporting events to acquire subscribers at lower acquisition costs, given the built-in demand for sports. We then leverage
our technology and data to drive higher engagement and induce retentive behaviors such as favoriting channels, recording shows,
and increasing discovery through our proprietary machine learning recommendations engine. Next, we look to monetize our growing
base of highly engaged subscribers by driving higher average revenue per user (“ARPU”).

We
believe our expected expansion into wagering and interactivity is core to this model. We believe free-to-play predictive games
enhance the sports streaming experience - while also providing a bridge between video and our contemplated sportsbook. We expect
the integration of gaming with our expansive live sports coverage will create a flywheel that lifts engagement and retention,
expands advertising revenue through increased viewership, and creates additional opportunities for Attachment sales.

We
drive our business model with three core strategies:

COVID-19
Update

The
widespread global impact from the outbreak and spread of the COVID-19 pandemic continued throughout 2020. We took precautionary
measures to protect the health and safety of our employees and slow down the spread of the virus by transitioning our workforce
to remote working as we closed our offices.

The
global spread of COVID-19 and the various attempts to contain it have created significant volatility, uncertainty and economic
disruption in 2020. The impact of the COVID-19 pandemic on our operations began towards the end of the first quarter of 2020,
impacting advertising markets and the availability of live sport events, as numerous professional and college sports leagues cancelled
or altered seasons and events.

During
2020, the ongoing COVID-19 pandemic continued to accelerate the shift of TV viewing away from traditional pay TV to streaming
TV and the on-going shift of advertising budgets away from traditional linear TV into streaming offering. While in 2020 we have
experienced an increase in TV streaming and our overall business was largely unaffected by the COVID-19 pandemic there can be
no assurance that these positive trends will continue during 2021 and beyond.

40

Merger
with fuboTV and Basis of Presentation

On
April 1, 2020, fuboTV Acquisition Corp., a Delaware corporation and our wholly-owned subsidiary (“Merger Sub”) merged
with and into fuboTV Sub, whereby fuboTV Sub continued as the surviving corporation and became our wholly-owned subsidiary pursuant
to the terms of the Agreement and Plan of Merger and Reorganization dated as of March 19, 2020, by and among us, Merger Sub and
fuboTV Sub (the “Merger Agreement”). Following the Merger, we changed our name from “FaceBank Group, Inc.”
to “fuboTV Inc.,” and we changed the name of fuboTV Sub to “fuboTV Media, Inc.” The combined company operates
under the name “fuboTV,” and our trading symbol is “FUBO.”

In
accordance with the terms of the Merger Agreement, at the effective time of the Merger, all of the capital stock of fuboTV Sub
was converted into the right to receive shares of our newly created class of Series AA convertible preferred stock, par value
$0.0001 per share (the “Series AA Preferred Stock”). Each share of Series AA Preferred Stock was entitled to 0.8 votes
per share and was convertible into two (2) shares of our common stock following the sale of such share of Series AA Preferred
Stock on an arms’-length basis either pursuant to Rule 144 under the Securities Act or pursuant to an effective registration
statement under the Securities Act. On March 1, 2021, we consummated an offer to exchange the remaining outstanding shares of
Series AA Preferred Stock for two shares of our common stock per share of Series AA Preferred Stock (the “Exchange Offer”).
As a result of the Exchange Offer, 13,412,246 shares of Series AA Preferred Stock, representing 100% of the outstanding shares
of Series AA Preferred Stock, were exchanged for 26,824,492 shares of our common stock.

Unless
otherwise stated, 2020 financial statements and metrics include FaceBank Pre-Merger from January 1 through March 31 and the combined
company post-Merger from April 1 through December 31, and 2019 financial statements and metrics include fuboTV pre-merger. These
financial statements are reported on a GAAP basis. The Company does not intend to report pro forma results to compare fuboTV Pre-Merger’s
2019 and first quarter 2020 performance against the combined company post-Merger’s 2020 performance.

A
discussion and analysis covering the comparison of the year ended December 31, 2019 to the year ended December 31, 2018 as well
as the three months ended March 31, 2020 as compared to the three months ended March 31, 2019, for fuboTV Sub premerger, are included
in our prospectus filed pursuant to Rule 424(b) with the Securities and Exchange Commission on December 28, 2020.

Restatement
of Financial Statements

In
connection with the preparation of the Company’s condensed consolidated interim financial statements as of and for the quarter
ended March 31, 2020, the Company identified an error in the accounting for goodwill relating to the Company’s
acquisitions of Nexway AG and Facebank AG. In connection with these acquisitions, goodwill was impaired. Upon further
evaluation, the Company determined that goodwill amounting to $79.7 million should not have been impaired. Accordingly, the Company
should have allocated $51.2 million towards the loss on deconsolidation of Nexway AG during the three months ended March 31, 2020,
which would have resulted in a loss on deconsolidation of Nexway AG of $11.9 million. The financial statement misstatements did
not impact cash flows from operations, investing, or financing activities in the Company’s consolidated statements of cash
flows for any period previously presented.

As
a result, we were required to restate certain financial statements in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2019 and our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020.

Between
May 11, 2020 and June 8, 2020, we entered into securities purchase agreements pursuant to which we sold an aggregate of 3,735,922
shares of our common stock at a purchase price of $7.00 per share and issued warrants to several investors covering a total of
3,735,922 shares of our common stock for an aggregate purchase price of $26.2 million. We determined that the fair value of the
warrants totaled $26.8 million. We originally recorded a loss on issuance of common stock and warrants totaling $26.8 million,
resulting in an overstatement of the loss by $26.2 million (the “Error”). We should have allocated the purchase price
of $26.2 million to a warrant liability with the residual amount of $0.6 million to the loss on issuance of common stock and warrants.

As
a result, we were required to restate certain financial statements in our Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2020.

41

Components
of Results of Operations

Revenues,
net

Subscription

Subscription
revenue consists primarily of subscription plans sold through the Company’s website and third-party app stores.

Advertisement

Advertisement
revenue consists primarily of fees charged to advertisers who want to display ads (“impressions”) within the streamed
content.

Software
licenses, net

Software
license revenue consists of revenue generated from the sale of software licenses at one of our former subsidiaries, Nexway eCommerce
Solutions. As a result of the deconsolidation of Nexway AG, which was effective as of March 31, 2020, the Company no longer generates
revenue from software licenses.

Other

Other
revenue consists of a contract to sub-license rights to broadcast certain international sporting events to a third party.

Subscriber
Related Expenses

Subscriber
related expenses consist primarily of affiliate distribution rights and other distribution costs related to content streaming.

Broadcasting
and Transmission

Broadcasting
and transmission expenses consist primarily of the cost to acquire a signal, transcode, store, and retransmit it to the subscribers.

Sales
and Marketing

Sales
and marketing expenses consist primarily of payroll and related costs, benefits, rent and utilities, stock-based compensation,
agency costs, advertising campaigns and branding initiatives.

Technology
and Development

Technology
and development expenses consist primarily of payroll and related costs, benefits, rent and utilities, stock-based compensation,
technical services, software expenses, and hosting expenses.

General
and Administrative

General
and administrative expenses consist primarily of payroll and related costs, benefits, rent and utilities, stock-based compensation,
corporate insurance, office expenses, professional fees, as well as travel, meals, and entertainment costs.

Depreciation
and amortization

Depreciation
and amortization expense includes depreciation of fixed assets and amortization of finite-lived intangible assets.

Other
income (expense)

Other
income (expense) primarily consists of issuance gains/losses and the change in fair value of financial instruments, interest expense
and financing costs on our outstanding borrowings, unrealized gains/losses on equity method investments, and the loss recorded
on the deconsolidation of a subsidiary.

Income
tax benefit

The
Company’s deferred tax liability and income tax benefit relates to our book and tax basis differences in identifiable intangible
assets and the current tax impact of the amortization of finite-lived intangible assets. These intangible assets are not deductible
for tax purposes and the deferred tax liability has been established for the amount of such temporary differences expected to
reverse in periods where net operating loss carryforwards will not be available to offset the taxable income generated from these
reversals.

42

Results
of Operations for the years ended December 31, 2020 and 2019 (in thousands):

On
August 15, 2019, the Company acquired 100% of the capital stock of Facebank AG. On September 16, 2019, the Company acquired approximately
51% of the stock of Nexway. On April 1, 2020, the Company merged with fuboTV Pre-Merger. The results of our operations for the
year ended December 31, 2020 include the results of operations of Facebank AG and Nexway and also include the effects of the deconsolidation
of Nexway as of March 31, 2020 and the sale of Facebank AG in the three months ended September 30, 2020. The results of our operations
for the year ended December 31, 2020 also include the results of operations of fuboTV post-Merger from April 1, 2020. Because
of this, the results of operations for the years ended December 31, 2020 and 2019 are not comparable.

Revenue,
net

During
the year ended December 31, 2020, we recognized revenues of $217.7 million, primarily related to $184.3 million of subscription
revenue, $24.9 million of advertising revenue and $1.2 million in other revenue in connection with the second quarter acquisition
of fuboTV Pre-Merger. These revenues were generated entirely by the fuboTV business, which we acquired through the Merger that
closed on April 1, 2020, and there are no comparable results in the prior year. In addition, we generated $7.3 million related
to the sale of software licenses from our acquisition Nexway.

43

Subscriber
related expenses

During
the year ended December 31, 2020, we recognized subscriber related expenses of $204.2 million due to affiliate distribution rights
and other distribution costs in connection with the streaming revenue generated from the fuboTV business. There are no comparable
results in the prior year.

Broadcasting
and transmission

During
the year ended December 31, 2020, we recognized broadcasting and transmission expenses of $29.5 million primarily related to transmissions
of our services in connection with the streaming revenue generated from the fuboTV business. There are no comparable results in
the prior year.

Sales
and marketing

During
the year ended December 31, 2020, we recognized sales and marketing expenses of $63.1 million as compared to $0.5 million during
the year ended December 31, 2019. The increase in sales and marketing expense is primarily related to marketing expenses incurred
to acquire new customers to the fuboTV streaming platform after the Merger on April 1, 2020. There are no comparable results in
the prior year.

Technology
and development

During
the year ended December 31, 2020, we recognized technology and development expenses of $30.2 million in connection with the development
of our streaming platform after the Merger on April 1, 2020. There were no technology and development expenses recognized during
the year ended December 31, 2019.

General
and Administrative

During
the year ended December 31, 2020, general and administrative expenses totaled $77.6 million, compared to $13.3 million for the
year ended December 31, 2019. The increase of $64.3 million was primarily related to $43.9 million of stock-based compensation,
$16.7 million of incremental general and administrative expenses as a result of the acquisition of fuboTV Pre-Merger, $7.5 million
in professional fees and $1.2 million in insurance partially offset by a reduction of $5.1 million of expenses related to Facebank
AG and Nexway, which was sold during 2020.

Depreciation
and amortization

During
the year ended December 31, 2020, we recognized depreciation and amortization expenses of $44.0 million compared to $20.8 million
during the year ended December 31, 2019. The increase of $23.2 million is primarily related to $27.2 million of amortization expense
recorded for the intangible assets acquired in connection with the Merger on April 1, 2020 offset by a reduction of amortization
expense of $4.5 million resulting from the impairment of legacy Facebank intangible assets recorded during 2020.

Impairment
of intangible assets and goodwill

During
the year ended December 31, 2020, we recognized an impairment of Facebank Pre-Merger intangible assets and goodwill of $248.9 million.
During the year ended December 31, 2019, we recognized an impairment of intangible assets of Nexway of $8.6 million.

Other
Income (Expense)

During
the year ended December 31, 2020, we recognized $129.2 million of other expense (net), compared to $4.5 million during the year
ended December 31, 2019. The increase of $124.6 million was primarily related to an increase of $83.3 million change in fair value
of warrant liabilities, $16.6 million of interest expense on our outstanding borrowings, $24.5 million loss on extinguishment
of debt, $11.9 million loss on the deconsolidation of Nexway, $4.5 million change in fair value of subsidiary warrants, $1.7 million
change in fair value of change in shares settled liability, $1.2 million change in fair value of derivative liabilities, and $1.0
million increase in foreign currency exchange loss. These expenses were partially offset by a $8.3 million loss on investment
recorded during 2019, $7.6 million gain on the sale of the Facebank AG and Nexway assets, $2.2 million change in fair value of
profit share liability and $2.6 million unrealized gain on our equity method investment in Nexway.

Income
tax benefit

During
the year ended December 31, 2020, we recognized an income tax benefit of $9.7 million compared to $5.3 million during the year ended
December 31, 2019. The increase is due to an increase in deferred tax assets primarily resulting from the merger.

44

Key
Metrics & Non-GAAP Measures

Note
that unless otherwise stated, 2020 metrics below represent pro-forma combined fuboTV, Facebank Pre-Merger and fuboTV Pre-Merger,
and year-over-year comparisons refer to 2019 fuboTV Pre-Merger.

Paid
Subscribers

We
believe the number of paid subscribers is a relevant measure to gauge the size of our user base. Paid subscribers are total subscribers
that have completed registration with fuboTV, have activated a payment method (only reflects one paying user per plan), from which
fuboTV has collected payment in the month ending the relevant period. Users who are on a free (trial) period are not included
in this metric. We had 547,880 and 315,729 paid subscribers as of December 31, 2020 and 2019, respectively.

Content
Hours

We
believe the number of Content Hours streamed on our platform is a relevant measure to gauge user engagement. Content Hours is
defined as the sum of total hours of content watched on the fuboTV platform for a given period. We had 544.9 million and 289.7
million Content Hours streamed in the twelve months ending December 31, 2020 and 2019, respectively.

Non-GAAP
Monthly Average Revenue Per User (ARPU)

We
believe Non-GAAP Monthly Average Revenue Per User (ARPU) is a relevant measure to gauge the revenue received per subscriber on
a monthly basis. ARPU is defined as total subscriber revenue collected in the period, also known as Platform Bookings (subscriber
and advertising revenues excluding other revenues) divided by the average daily paid subscribers in such period divided by the
number of months in the period. Our ARPU was $62.84 and $53.73 for the twelve months ending December 31, 2020 and 2019, respectively.

Non-GAAP
Monthly Average Cost Per User (ACPU)

We
believe Non-GAAP Monthly Average Cost Per User (ACPU) is a relevant measure to gauge our variable expenses per subscriber. ACPU
reflects Variable COGS per user, defined as subscriber related expenses less minimum guarantees expensed, payment processing for
deferred revenue, IAB fees for deferred revenue and other subscriber related expenses in a given period, divided by the average
daily subscribers in the period, divided by the number of months in the period. Our ACPU was $56.48 and $55.37 for the twelve
months ending December 31, 2020 and 2019, respectively.

Non-GAAP
Adjusted Contribution Margin (ACM)

We
believe Non-GAAP Adjusted Contribution Margin (ACM) is a relevant metric to gauge our per-subscriber profitability. ACM is calculated
by subtracting ACPU from ARPU and dividing the result by ARPU. Our ACM was 10.1% and (3.1%) for the twelve months ending December
31, 2020 and 2019, respectively.

45

Reconciliation
of Certain GAAP to Non-GAAP Metrics

Reconciliation
of Revenue to Non-GAAP Platform Bookings and Reconciliation of Subscriber Related Expenses to Non-GAAP Variable COGS and Adjusted Contribution
Margin (in thousands except average subscriber and average per user amounts)

46

Liquidity
and Capital Resources

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.

Our
primary sources of cash are receipts from subscriber and advertising revenue, as well as proceeds from equity and debt financings.
The primary uses of cash are content and programming license fees, operating expenses including payroll-related, marketing, technology
and professional fees and expenses related to the launch and operation of our wagering business.

We
have multi-year lease agreements for office space. We expect to continue to incur material expenses for content and programming
license fees. As our business and workforce expands, we further expect ongoing expenditures for computer systems. In addition,
we may pursue merger and acquisition activities that could materially impact our liquidity and capital resources.

At
December 31, 2020, we had cash and cash equivalents of $134.9 million and a working capital deficiency of $70.6 million. We successfully
raised $181.0 million, net of offering expenses in October 2020, through a public offering of our common stock. Subsequent to
December 31, 2020, we successfully raised $391.4 million, net of offering expenses through the sale of 3.25% senior convertible notes.
The proceeds from these offering together with improving results from operations provide us with the necessary liquidity to continue
as a going concern within one year from the date these financial statements are issued.

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, develop new technologies that can compete in a rapidly changing market with many competitors and
the need to enter into collaborations with other companies or acquire other companies or technologies to enhance or complement
our product and service offerings.

In
addition to the foregoing, based on our current assessment, we do not expect any material impact on our long-term development
timeline and our liquidity due to the worldwide spread of a novel strain of coronavirus (“COVID 19”). However, we
are continuing to assess the effect on its operations by monitoring the spread of COVID-19 and the actions implemented to combat
the virus throughout the world. Given the daily evolution of the COVID-19 outbreak and the global response to curb its spread,
COVID-19 may affect our results of operations, financial condition, or liquidity.

Cash
Flows (in thousands)

Operating
Activities

For
the year ended December 31, 2020, net cash used in operating activities was $149.0 million, which consisted of our net loss of
$599.4 million, adjusted for non-cash movements of $456.2 million. The non-cash movements included $248.9 impairment of Facebank
Pre-Merger intangible assets and goodwill, $83.3 million change in fair value of warrants, $50.7 million of stock-based compensation,
$44.0 million of depreciation and amortization expenses primarily related to intangible assets, $24.5 million loss on extinguishment
of debt, $12.3 million of amortization of debt discounts, $8.6 million loss on deconsolidation of Nexway (net of cash),
$1.7 million of change in fair value of shares settled liability and $1.0 million of loss on foreign currency exchange, partially
offset by $9.7 million of deferred income tax benefit, $7.6 million gain on the sale of assets, $2.6 million of unrealized gain
on investments and $2.0 million change in fair value of profit share liability. Changes
in operating assets and liabilities resulted in cash outflows of approximately $5.8 million, primarily due to a net increase in
accounts receivable, prepaid expenses and other current assets of $14.7 million, a decrease in accounts payable, due to related
parties and lease liabilities of $40.5 million, and partially offset by an increase in accrued expenses of $40.8 million, and
deferred revenue of $8.6 million.

Investing
Activities

For
the year ended December 31, 2020, net cash used in investing activities was $1.5 million, which consisted of a $10.0 million advance
to fuboTV Pre-Merger, $0.6 million related to the sale of Nexway and $0.2 million in capital expenditures, offset by net cash
received of $9.4 million from the acquisition of fuboTV Pre-Merger.

Financing
Activities

For
the year ended December 31, 2020, net cash provided by financing activities was $279.1 million. The net cash provided is primarily
related to $278.9 million of proceeds received from the sale of our common stock, $33.6 million of proceeds received in connection
with short-term and long-term borrowings, $3.9 million from the exercise of stock options and warrants and $3.0 million of proceeds
received from the issuance of convertible notes. These proceeds were partially offset by repayments of $35.4 million of notes
payable, repayment of $3.9 million of convertible notes, and $0.9 million in connection with the redemption of Series D preferred
stock.

47

Critical
Accounting Policies

Our
discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements,
which have been prepared in accordance with accounting principles generally accepted in the United States of America. 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. Actual results could differ from those estimates.
We have identified all significant accounting policies in Note 3 to our consolidated financial statements in Part II, Item 8 of
this Annual Report on Form 10-K.

Business
Combinations

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.

In
accounting for the Merger described in Note 4 to our consolidated financial statements in Part II, Item 8 of this Annual Report
on Form 10-K, judgment was required in determining the accounting acquirer. Our evaluation of the accounting acquirer considered
various indicators including voting rights, minority voting interest, composition of board of directors, composition of management
and relative size of the entities. We ultimately concluded that Facebank Pre-Merger was the accounting acquirer in the Merger
because (i) FaceBank Pre-Merger’s stockholders owned approximately 57% of the voting common shares of the combined company
immediately following the closing of the Merger (54% assuming the exercise of all vested stock options as of the closing of the
transaction) and (ii) directors appointed by FaceBank Pre-Merger would hold a majority of board seats in the combined company.

Goodwill

We
test goodwill for impairment on an annual basis during the fourth quarter of each calendar year or earlier when circumstances
dictate. We measure recoverability of goodwill at the reporting unit level. The process of determining the fair value of a reporting
unit is highly subjective and involves the use of significant estimates and assumptions. In performing our annual assessment,
we can opt to perform a qualitative assessment to test a reporting unit’s goodwill for impairment or we can directly perform
a quantitative assessment. Based on our qualitative assessment, if we determine that the fair value of our reporting unit is,
more likely than not, less than its carrying amount, then the quantitative assessment is performed. Any excess of the reporting
unit’s carrying amount over its fair value will be recorded as an impairment loss.

During
the third quarter of 2020, we identified a triggering event related to our Facebank reporting unit that required us to perform
a quantitative assessment. We concluded that the fair value of the reporting unit was less than its carrying value and we recognized
an impairment charge of $148.1 million in third quarter of 2020. The impairment charge was primarily related to the departure
of the former executive of the Facebank business and our shift in focus to the fuboTV business.

We
performed our annual impairment test as of December 31, 2020 and concluded that no additional impairment charges were necessary.

Intangible
Assets

We
identify intangible assets acquired in a business combination and determine their fair value. The determination involves certain
judgments and estimates. 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

During
the third and fourth quarters of 2020, we identified triggering events related to our Facebank intangible assets that
required us to perform a quantitative assessment. We concluded that the fair value of the intangible assets was less than its
carrying value and we recognized impairment charges of $100.3 million related to the legacy Facebank intangible
assets.

48

Recently
Issued Accounting Pronouncements

See
Note 3 in the accompanying consolidated financial statements for a discussion of recent accounting policies.