false
0001484769
0001484769
2026-05-06
2026-05-06
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): May 6, 2026
FuboTV
Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-39590 |
|
26-4330545 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
Number) |
1290
Avenue of the Americas
New
York, NY 10104
(Address
of principal executive offices) (Zip Code)
(212)
672-0055
(Registrant’s
telephone number, including area code)
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Class
A Common Stock, par value $0.0001 per share |
|
FUBO |
|
New
York Stock Exchange |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
2.02. Results of Operations and Financial Condition.
On
May 6, 2026, FuboTV Inc. announced its financial results for the quarter ended March 31, 2026. The full text of the shareholder letter
and press release issued in connection with the announcement are attached as Exhibits 99.1 and 99.2, respectively, to this Current Report
on Form 8-K.
The
information in this Item 2.02, including the information contained in Exhibits 99.1 and 99.2 of this Current Report on Form 8-K, shall
not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing
under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
The
following exhibits relating to Item 2.02 shall be deemed to be furnished, and not filed:
| Exhibit
No. |
|
Description |
| 99.1 |
|
Letter to Shareholders, dated May 6, 2026. |
| 99.2 |
|
Press Release of FuboTV Inc., May 6, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
FUBOTV
INC. |
| |
|
|
| Date: |
May
6, 2026 |
By: |
/s/
David Gandler |
| |
|
David
Gandler |
| |
|
Chief
Executive Officer |
Exhibit
99.1

May
6, 2026
Fellow
Shareholders:
The
second quarter of the 2026 fiscal year marked an important milestone as the first full quarter of our combined Fubo and Hulu + Live TV
business following the successful close of the transaction. We are excited to share the progress we have made in content portfolio expansion,
product depth, and distribution and growth, underlying our strong financial performance in the quarter.
We
delivered North America revenue of $1.57 billion and total subscribers of 5.7 million. From a profitability standpoint, we delivered
a Net Loss of $6.2 million and Adjusted EBITDA1 of $37.7 million for the quarter, compared to Pro Forma Net Loss
of $40.9 million and Pro Forma Adjusted EBITDA1 of $1.4 million in the prior year period, reflecting operating leverage
in the business.
These
results reinforce our confidence in our recently announced guidance and long-term financial targets, including our Fiscal 2026 Pro Forma
Adjusted EBITDA2 outlook of $80 million to $100 million and Adjusted EBITDA2 reaching at least $300 million
by Fiscal 2028. We remain on track to deliver positive Free Cash Flow2 in Fiscal 2027, supported by a liquidity position
that we expect will fully fund our current operating plan.
At
our core, Fubo is committed to delivering the right product for every consumer along the demand curve at compelling price points. Following
the business combination, we are making progress on our plans to launch multiple new integrations, leveraging the content portfolios
of Fubo and Hulu + Live TV. Our flexible portfolio now spans a range of offerings designed to meet diverse viewer preferences, including
Fubo Sports, Fubo Pro, Hulu + Live TV, Fubo Latino, and Hulu + Live TV Español. Now, for the first time, all of these services
will be marketed within a single, streamlined experience at fubo.tv/welcome, making it easier for consumers to discover and choose
the product that best meets their needs.
1
Adjusted EBITDA and Pro Forma Adjusted EBITDA are non-GAAP financial measures. For a reconciliation of these measures to the most directly
comparable U.S. GAAP financial measures, Net Income (Loss) and Pro Forma Net Income (Loss) (prepared in accordance with Article 11 of
Regulation S-X), respectively, for historical periods, please refer to the “Reconciliation of Key Performance Metrics and Non-GAAP
Financial Measures” section of this letter. See “Basis of Presentation” and “Key Performance Metrics and Non-GAAP
Financial Measures” for more information.
2 Free Cash Flow is a non-GAAP financial measure. The Company
is not providing a reconciliation of forward-looking Pro Forma Adjusted EBITDA, Adjusted EBITDA or Free Cash Flow to the most directly
comparable U.S. GAAP measures, Pro Forma Net income (Loss) (prepared in accordance with Article 11 of Regulation S-X), Net Income (Loss)
and net cash provided by (used in) operating activities, respectively, because the Company does not currently have sufficient information
to accurately estimate all of the variables and individual adjustments for such reconciliation. As such, the Company cannot estimate on
a forward-looking basis without unreasonable effort the impact these variables and individual adjustments will have on its reported results.
See also “Basis of Presentation” and “Key Performance Metrics and Non-GAAP Financial Measures.”
 |
| 1 |
3
In
the near term, we are focused on expanding the reach of Fubo via ESPN.com’s “Where to Watch” pages, which is expected
to launch soon. In addition, our previously announced integration of Fubo Sports into the ESPN commerce flow is targeted to launch in
the first half of 2027. We believe these initiatives position our product in front of a large and highly engaged audience of sports fans,
and we expect they will drive sustained subscriber, revenue and margin growth alongside other synergistic initiatives currently underway.
During
the quarter, we also successfully retained essential local sports rights for the MLB season, which maintains the Fubo service’s
position as a premier destination for sports fans, and accelerated product and technical innovation to deliver features designed to enhance
engagement, improve discovery, and further differentiate the Fubo platform from its competitors.
Our
business is performing well, and we believe we are just beginning to realize the full potential of the Fubo and Hulu + Live TV business
combination. We are excited about the opportunities ahead and look forward to keeping you updated on our progress.
3 Additional taxes and fees may apply.
Prices subject to change. Fubo Sports ($45.99 for the first month, then $55.99 per month); FuboTV Pro ($48.99 for the first month, then
$73.99 per month); Fubo Latino ($9.99 per month for the first two months, then $14.99 per month). Current pricing available at fubo.tv/welcome
 |
| 2 |
Q2
Fiscal 2026 Highlights
To
facilitate comparability between periods, the following presents Fubo’s Q2 fiscal 2026 results compared to Fubo’s results
for the corresponding three month period ended March 31, 2025 (“Q2 fiscal 2025”) on an as-reported basis and pro forma basis,
which gives effect to the Company’s business combination with Hulu + Live TV as if it had been completed at the beginning of the
first period presented.
| ● | Revenue
of $1.574 billion, compared to $1.125 billion in Q2 fiscal 2025 |
| ○ | Up
1% year-over-year compared to Q2 fiscal 2025 Pro Forma Revenue of $1.564 billion |
| ● | Total
North America Subscribers of 5.7 million, compared to 5.9 million in Q2 fiscal 2025 |
| | | |
| ● | Net
Loss of $6.2 million, compared to a Net Loss of $40.9 million in Q2 fiscal 2025 |
| ○ | Compared
to Q2 fiscal 2025 Pro Forma Net Income of $120.6 million4 |
| ● | Adjusted
EBITDA1 of $37.7 million, compared to Pro Forma Adjusted EBITDA1
of $1.4 million in Q2 fiscal 2025 |
| | | |
| ● | Cash
Position: Fubo ended the quarter with $244.0 million in cash, cash equivalents and restricted
cash on hand |
| | | |
| ● | Earnings
Per Share (“EPS”) loss of $0.07 |
We
ended the quarter with 29,435,597 shares of Class A common stock issued and outstanding and 78,992,518 shares of Class B common stock
(vote only) issued and outstanding.
| Summary Financials (millions) | |
| | |
| | |
| | |
| | |
| |
| Global | |
| | |
| | |
| | |
| | |
| |
| Fiscal Quarter | |
2Q25 | | |
3Q25 | | |
4Q25 | | |
1Q26 | | |
2Q26 | |
| Quarter Ending | |
3/29/2025 | | |
6/28/2025 | | |
9/27/2025 | | |
12/31/2025 | | |
3/31/2026 | |
| Revenue | |
$ | 1,125.5 | | |
$ | 1,073.8 | | |
$ | 1,107.7 | | |
$ | 1,548.7 | | |
$ | 1,573.9 | |
| Pro Forma Revenue | |
$ | 1,564.3 | | |
$ | 1,483.8 | | |
$ | 1,501.7 | | |
$ | 1,683.1 | | |
| | |
| Net Income (Loss) | |
$ | (40.9 | ) | |
$ | (38.0 | ) | |
$ | (38.8 | ) | |
$ | (19.1 | ) | |
$ | (6.2 | ) |
| Pro Forma Net Income (Loss) | |
$ | 120.6 | | |
$ | (72.0 | ) | |
$ | (96.3 | ) | |
$ | (46.4 | ) | |
| | |
| Pro Forma Adjusted EBITDA / Adjusted EBITDA5 | |
$ | 1.4 | | |
$ | 31.0 | | |
$ | 4.1 | | |
$ | 41.4 | | |
$ | 37.7 | |
| North America (NA) | |
| | |
| | |
| | |
| | |
| |
| Fiscal Quarter | |
2Q25 | | |
3Q25 | | |
4Q25 | | |
1Q26 | | |
2Q26 | |
| Quarter Ending | |
3/29/2025 | | |
6/28/2025 | | |
9/27/2025 | | |
12/31/2025 | | |
3/31/2026 | |
| Revenue | |
$ | 1,125.5 | | |
$ | 1,073.8 | | |
$ | 1,107.7 | | |
$ | 1,542.9 | | |
$ | 1,565.6 | |
| Pro Forma Revenue | |
$ | 1,556.0 | | |
$ | 1,475.1 | | |
$ | 1,493.2 | | |
$ | 1,674.5 | | |
| | |
| Total Subscribers | |
| 5.9 | | |
| 5.6 | | |
| 6.0 | | |
| 6.2 | | |
| 5.7 | |
4 Q2 fiscal 2025 Pro Forma Net Income was positively impacted
by a $220 million net gain related to the settlement of litigation.
5 Adjusted EBITDA for all periods prior to Q2 fiscal 2026
is presented on a pro forma basis.
 |
| 3 |
| Rest of World (ROW) | |
| | |
| | |
| | |
| | |
| |
| Fiscal Quarter | |
2Q25 | | |
3Q25 | | |
4Q25 | | |
1Q26 | | |
2Q26 | |
| Quarter Ending | |
3/29/2025 | | |
6/28/2025 | | |
9/27/2025 | | |
12/31/2025 | | |
3/31/2026 | |
| Revenue | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 5.8 | | |
$ | 8.3 | |
| Pro Forma Revenue | |
$ | 8.3 | | |
$ | 8.6 | | |
$ | 8.6 | | |
$ | 8.6 | | |
| | |
| Total Subscribers | |
| 0.354 | | |
| 0.349 | | |
| 0.342 | | |
| 0.335 | | |
| 0.328 | |
Guidance
and Long-Term Financial Targets
| ● | Fiscal
2026 Pro Forma Adjusted EBITDA2 guidance of $80-$100 million |
| ● | Fiscal
2028 Adjusted EBITDA2 target of at least $300 million |
| ● | Positive
Free Cash Flow2 expected in Fiscal 2027 and Fiscal 2028 under current operating
plan |
| ● | Fiscal
2026 ending cash, cash equivalents and restricted cash is expected to be at least $200 million |
North
America Advertising
Advertising
revenue was $101.6 million for the quarter, compared to pro forma advertising revenue of $101.6 million in the comparable prior-year
period.
The
ongoing migration of Fubo into the Disney Ad Server has resulted in improved monetization. Additionally, Disney plans to include Fubo
in its annual Upfront with advertisers, which kicks off next week in New York City.
Fubo
Platform Product and Technology Update
Our
recent product and technology efforts have focused on enhancing the core experience and expanding our mobile reach of the Fubo platform.
Core
Experience
We
continue to prioritize quality, design, and video engineering. Providing best-in-class video ensures sports fans enjoy an immersive experience,
while design consistency modernizes and polishes the broader user journey. In recent months, we completed the following:
| ● | 1080p60
Video: Increased quality for MLB.TV channels. |
| ● | Interface
Decluttering: Redesigned mobile and CTV playback controls by moving titles to the top and
increasing scrubber size to reduce visual noise. |
| ● | Content
Surfacing: Replaced traditional banners with a new “Featured on Fubo” promo carousel
to promote content more dynamically, a key upgrade ahead of our four exclusive UEFA World
Cup Qualifiers and major combat sports events. |
Internally,
we are leveraging AI tools to improve velocity, enhance engineering capabilities, and tighten the collaboration between Product, Design,
and Engineering.
 |
| 4 |
Mobile
Utility and Short-Form Innovation
We
redesigned and optimized our mobile experience to transition the app from a passive viewing tool into an active utility. This drives
daily engagement through short-form content and personalized alerts. Key features now live include:
| ● | Live
Video in Carousels: Featuring live video immediately upon app launch allows for quicker discovery
and transforms the home screen into a primary destination. |
| ● | Advanced
Team Channels: We have enhanced our existing Team Channels (bite-sized game coverage and
news) by offering league-based filters and more key sports moments. |
| ● | AI-Driven
Vertical Mode: Leveraging proprietary AI models, the app now automatically zooms into critical
areas of the video to provide a modern, portrait-mode experience. |

Content
and Distribution
MLB
Retention
Just
in time for the 2026 season, we executed three major agreements that solidify Fubo as the essential platform for local baseball fans:
| ● | BravesVision:
We reached a multi-year agreement to carry BravesVision across a six-state territory, delivering
over 140 live games and exclusive original programming to “Braves Country.” |
| ● | Spectrum
SportsNet LA: We launched our streaming partnership with SportsNet LA, the exclusive home
of the Los Angeles Dodgers, providing subscribers in the SportsNet LA footprint with more
than 140 regular-season games and Emmy Award-winning original content. |
| ● | SportsNet
NY (“SNY”): We reached an agreement to carry SNY, a win for fans of the New York
Mets. |
 |
| 5 |
This
means that Fubo continues to occupy a leading position in local sports programming with home team coverage across 99% of the country.
Additionally, our Hulu + Live TV service added Marquee Sports Network in the Chicago DMA, offering customers important local content.
Hulu
+ Live TV Español
In
January, Hulu + Live TV expanded its live television offerings with a dedicated Spanish-language plan featuring a lineup of entertainment,
news and sports programming. The Español plan is priced competitively at $29.99/month and includes access to both the Disney+
and Hulu streaming libraries (with ads). This new offering is designed to give Spanish-speaking audiences more choice, flexibility, and
access to premium programming.
Fubo
Sports Network
We
continue to expand the reach of our owned-and-operated content. In February, we launched Fubo Sports Network on the Hulu + Live TV service.
This brings our flagship FAST channel and its nearly 500 annual live events to millions of additional viewers, growing our brand presence
and creating higher-yield inventory for our advertising partners.
Conclusion
Q2
fiscal 2026 marked a period of rapid innovation as we accelerated our product roadmap and solidified our content position. Through our
product and technology enhancements, we are transforming the viewing experience into an interactive utility for fans. We remain committed
to driving long-term shareholder value as we build the future of live television.
Sincerely,
David
Gandler, co-founder and CEO
Q2
Fiscal 2026 Earnings Live Conference Call
Fubo
CEO, David Gandler, and CFO, John Janedis, will host a live conference call today at 10:00 a.m. ET to deliver brief remarks on the quarter
followed by a question-and-answer session. The live webcast will be available on the Events & Presentations page of Fubo’s
Investor Relations website. An archived replay of the webcast will be available on our website shortly after the conclusion of the
call. Participants should join the call at least 10 minutes prior to ensure that they are connected prior to the event.
More
Information
We
encourage you to read our full set of financial statements and SEC filings and to sign up for email alerts on the investor relations
section of our website at ir.fubo.tv.
Additional
information is available at www.sec.gov under FuboTV Inc.’s filings, as well as https://ir.fubo.tv.
Fubo
intends to use its website as a disclosure channel and investors are encouraged to refer to it, as well as press releases and SEC filings.
The Company encourages reading the full set of financial statements and related disclosures in its Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 2026 that will be filed with the SEC.
 |
| 6 |
About
FuboTV Inc.
FuboTV Inc. (NYSE: FUBO) is a consumer-first live TV streaming company with the mission of delivering premium sports, news and entertainment
programming through a best-in-class user experience that offers greater choice, flexibility and value. The sixth largest Pay TV company
in the U.S. (UBS estimates) and ranked among Fast Company’s Most Innovative Companies (2026) and the Financial Times’
The Americas’ Fastest-Growing Companies (2026, 2025), FuboTV Inc. owns Hulu + Live TV (entertainment), Fubo (sports) and Molotov
(entertainment and sports), which stream in markets around the globe. FuboTV Inc. is an affiliate of The Walt Disney Company.
Learn
more at https://fubo.tv
Forward-Looking
Statements
This
letter contains forward-looking statements of FuboTV Inc. (the “Company” or “Fubo”) that involve substantial
risks and uncertainties. All statements contained in this letter that do not relate to matters of historical fact are forward-looking
statements within the meaning of The Private Securities Litigation Reform Act of 1995, including statements regarding our business strategy
and plans, our financial results and our expected future financial results, including our financial outlook and/or guidance and long-term
targets, which include Adjusted EBITDA, Pro Forma Adjusted EBITDA, Free Cash Flow and ending cash, cash equivalents and restricted cash,
our offerings and the benefits of any expanded product offerings and technical innovations, including the use of AI tools and the benefits
therefrom, our partnerships and other arrangements, our sports programming and packaging, distribution and consumer preferences, the
benefits of our business combination with Hulu + Live TV (the “Business Combination”), progression on synergy opportunities
and anticipated related benefits, and benefits of our ad tech migration to Disney and related upcoming presentations. The words “could,”
“will,” “plan,” “intend,” “anticipate,” “approximate,” “expect,”
“potential,” “believe” or the negative of these terms or other similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain these identifying words. Actual results or events could differ materially
from the plans, intentions and expectations disclosed in the forward-looking statements that Fubo makes due to a number of important
factors, including but not limited to the following: our ability to achieve or maintain profitability; risks related to our access to
capital and fundraising prospects to fund our financial operations and support our planned business growth; risks related to the integration
of the Hulu + Live TV business; risks related to our organizational structure following completion of the Business Combination; our revenue
and gross profit are subject to seasonality; our operating results may fluctuate; our ability to effectively manage our growth; risks
related to the Business Combination; the long-term nature of our content commitments; our ability to renew our long-term content contracts
on sufficiently favorable terms; our ability to attract and retain subscribers; risks related to our commercial arrangements with Hulu;
obligations imposed on us through our agreements with certain distribution partners; our ability to license streaming content or other
rights on acceptable terms; the restrictions imposed by content providers on our distribution and marketing of our products and services;
our reliance on third party platforms to operate certain aspects of our business; risks related to the difficulty in measuring key metrics
related to our business; risks related to preparing and forecasting our financial results; risks related to the highly competitive nature
of our industry; risks related to our technology, as well as cybersecurity and data privacy-related risks; risks related to our conversion
to a Delaware corporation and our status as a “controlled company”; risks related to ongoing or future legal proceedings;
and other risks, including the effects of industry, market, economic, political or regulatory conditions, future exchange and interest
rates, and changes in tax and other laws, regulations, rates and policies. Further risks that could cause actual results to differ materially
from those matters expressed in or implied by such forward-looking statements are discussed in our Quarterly Report on Form 10-Q for
the quarterly period ended December 31, 2025 filed with the Securities and Exchange Commission (“SEC”), our Quarterly Report
on Form 10-Q for the quarterly period ended March 31, 2026, to be filed with the SEC, and our other periodic filings with the SEC. We
encourage you to read such risks in detail. The forward-looking statements in this letter represent Fubo’s views as of the date
of this letter. Fubo anticipates that subsequent events and developments will cause its views to change. However, while it may elect
to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. You should,
therefore, not rely on these forward-looking statements as representing Fubo’s views as of any date subsequent to the date of this
letter.
(FuboTV
Inc. As-Reported Financial Statements begin on the following pages)
 |
| 7 |
FuboTV
Inc.
Condensed
Consolidated Statements of Operations and Comprehensive Loss
(in
thousands, except share and per share amounts)
| | |
For the Three Months Ended | |
| | |
March 31, | | |
March 29, | |
| | |
2026 | | |
2025 | |
| | |
Unaudited | | |
Unaudited | |
| Revenues | |
| | | |
| | |
| Subscription | |
$ | 347,015 | | |
$ | - | |
| Related party | |
| 1,121,449 | | |
| 1,122,670 | |
| Advertising | |
| 101,568 | | |
| - | |
| Other | |
| 3,835 | | |
| 2,806 | |
| Total revenues | |
| 1,573,867 | | |
| 1,125,476 | |
| Operating expenses | |
| | | |
| | |
| Subscriber related expenses | |
| 946,705 | | |
| 511,760 | |
| Subscriber related expenses - related party | |
| 499,006 | | |
| 610,909 | |
| Broadcasting and transmission | |
| 9,289 | | |
| - | |
| Sales and marketing | |
| 58,084 | | |
| 1,988 | |
| Technology and development | |
| 20,774 | | |
| - | |
| General and administrative | |
| 13,077 | | |
| 41,733 | |
| Depreciation and amortization | |
| 36,010 | | |
| - | |
| Total operating expenses | |
| 1,582,945 | | |
| 1,166,390 | |
| Operating loss | |
| (9,078 | ) | |
| (40,914 | ) |
| | |
| | | |
| | |
| Other income (expense) | |
| | | |
| | |
| Interest expense, net | |
| (2,814 | ) | |
| - | |
| Amortization of debt premium, net | |
| 4,702 | | |
| - | |
| Other income | |
| 1,327 | | |
| - | |
| Total other income (expense) | |
| 3,215 | | |
| - | |
| | |
| | | |
| | |
| Loss from before income taxes | |
| (5,863 | ) | |
| (40,914 | ) |
| Income tax provision | |
| (343 | ) | |
| - | |
| Net loss | |
| (6,206 | ) | |
| (40,914 | ) |
| | |
| | | |
| | |
| Less: Net loss attributable to non-controlling interest | |
| 4,105 | | |
| - | |
| Net loss attributable to common shareholders | |
$ | (2,101 | ) | |
$ | (40,914 | ) |
| | |
| | | |
| | |
| Other comprehensive income (loss) | |
| | | |
| | |
| Foreign currency translation adjustment | |
| (18 | ) | |
| - | |
| Comprehensive loss attributable to common shareholders | |
$ | (2,119 | ) | |
$ | (40,914 | ) |
| | |
| | | |
| | |
| Net loss per share - basic and diluted | |
$ | (0.07 | ) | |
$ | - | |
| | |
| | | |
| | |
| Weighted average shares outstanding: | |
| | | |
| | |
| Basic and diluted | |
| 30,715,279 | | |
| - | |
| | |
| | | |
| | |
| Stock-based compensation was allocated as follows: | |
| | | |
| | |
| Subscriber related expenses | |
| 66 | | |
| - | |
| Sales and marketing | |
| 2,338 | | |
| - | |
| Technology and development | |
| 2,580 | | |
| - | |
| General and administrative | |
| 5,203 | | |
| - | |
| Total stock-based compensation | |
| 10,187 | | |
| - | |
 |
| 8 |
FuboTV
Inc.
Condensed
Consolidated Balance Sheets
(in
thousands)
| | |
March 31, | | |
September 27, | |
| | |
2026 | | |
2025 | |
| | |
Unaudited | | |
Unaudited | |
| ASSETS | |
| | | |
| | |
| Current assets | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 237,813 | | |
$ | - | |
| Accounts receivable, net | |
| 87,660 | | |
| 6,655 | |
| Accounts receivable, net - related party | |
| 521,742 | | |
| - | |
| Prepaid and other current assets | |
| 55,300 | | |
| - | |
| Total current assets | |
| 902,515 | | |
| 6,655 | |
| | |
| | | |
| | |
| Property and equipment, net | |
| 5,886 | | |
| - | |
| Restricted cash | |
| 6,146 | | |
| - | |
| Intangible assets, net | |
| 402,670 | | |
| - | |
| Goodwill | |
| 2,614,161 | | |
| 1,296,000 | |
| Right-of-use assets | |
| 32,995 | | |
| - | |
| Other non-current assets | |
| 16,345 | | |
| - | |
| Total assets | |
$ | 3,980,718 | | |
$ | 1,302,655 | |
| | |
| | | |
| | |
| LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY | |
| | | |
| | |
| Current liabilities | |
| | | |
| | |
| Accounts payable | |
$ | 48,540 | | |
$ | - | |
| Accrued expenses and other current liabilities | |
| 565,876 | | |
| 370,933 | |
| Related party current liabilities | |
| 221,796 | | |
| 16,396 | |
| Deferred revenue | |
| 68,485 | | |
| - | |
| Long-term borrowings - current portion | |
| 459 | | |
| - | |
| Current portion of lease liabilities | |
| 2,884 | | |
| - | |
| Total current liabilities | |
| 908,040 | | |
| 387,329 | |
| | |
| | | |
| | |
| Convertible notes, net | |
| 229,627 | | |
| - | |
| Notes payable - related party | |
| 145,000 | | |
| - | |
| Deferred tax liabilities | |
| 1,403 | | |
| - | |
| Lease liabilities | |
| 30,262 | | |
| - | |
| Other long-term liabilities | |
| 11,405 | | |
| - | |
| Total liabilities | |
| 1,325,737 | | |
| 387,329 | |
| | |
| | | |
| | |
| COMMITMENTS AND CONTINGENCIES (Note 13) | |
| | | |
| | |
| Redeemable non-controlling interest | |
| 1,843,003 | | |
| - | |
| | |
| | | |
| | |
| Shareholders’ equity: | |
| | | |
| | |
| Preferred Stock par value $0.0001: 50,000,000 shares and 0 shares authorized at March 31, 2026 and September 27, 2025, respectively; 0 shares issued and outstanding at March 31, 2026 and September 27, 2025, respectively | |
| - | | |
| - | |
| Class A Common Stock par value $0.0001: 5,000,000,000 and 0 shares authorized at March 31, 2026 and September 27, 2025, respectively; 29,435,597 and 0 shares issued and outstanding at March 31, 2026 and September 27, 2025, respectively | |
| 3 | | |
| - | |
| Class B Common Stock par value $0.0001: 2,000,000,000 and 0 shares authorized at March 31, 2026 and September 27, 2025, respectively; 78,992,518 and 0 shares issued and outstanding at March 31, 2026 and September 27, 2025, respectively | |
| 8 | | |
| - | |
| Additional paid-in capital | |
| 820,224 | | |
| 915,326 | |
| Accumulated deficit | |
| (8,077 | ) | |
| - | |
| Accumulated other comprehensive loss | |
| (180 | ) | |
| - | |
| Total shareholders’ equity | |
$ | 811,978 | | |
$ | 915,326 | |
| TOTAL LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY | |
$ | 3,980,718 | | |
$ | 1,302,655 | |
 |
| 9 |
FuboTV
Inc.
Condensed
Consolidated Statements of Cash Flows
(in
thousands)
| | |
For the Six Months Ended | |
| | |
March 31, | | |
March 29, | |
| | |
2026 | | |
2025 | |
| | |
Unaudited | | |
Unaudited | |
| Cash flows from operating activities | |
| | | |
| | |
| Net loss | |
$ | (25,270 | ) | |
$ | (79,501 | ) |
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |
| | | |
| | |
| Depreciation and amortization | |
| 60,240 | | |
| - | |
| Stock-based compensation | |
| 22,882 | | |
| - | |
| Amortization of debt premium, net | |
| (7,764 | ) | |
| - | |
| Deferred income tax provision | |
| 192 | | |
| - | |
| Amortization of right-of-use assets | |
| 1,306 | | |
| - | |
| Changes in operating assets and liabilities of business: | |
| | | |
| | |
| Accounts receivable, net | |
| (525,032 | ) | |
| 740 | |
| Prepaid expenses and other assets | |
| (14,320 | ) | |
| - | |
| Accounts payable | |
| 3,364 | | |
| - | |
| Accrued expenses and other liabilities | |
| 104,264 | | |
| (11,282 | ) |
| Deferred revenue | |
| (31,090 | ) | |
| - | |
| Lease liabilities | |
| (1,155 | ) | |
| - | |
| Net cash used in operating activities | |
| (412,383 | ) | |
| (90,043 | ) |
| | |
| | | |
| | |
| Cash flows from investing activities | |
| | | |
| | |
| Acquisition of Fubo, net of cash acquired | |
| 268,057 | | |
| - | |
| Purchases of property and equipment | |
| (599 | ) | |
| - | |
| Capitalization of internal use software | |
| (5,745 | ) | |
| - | |
| Net cash provided by investing activities | |
| 261,713 | | |
| - | |
| | |
| | | |
| | |
| Cash flows from financing activities | |
| | | |
| | |
| Proceeds from the issuance of common stock | |
| 95 | | |
| - | |
| Pre-combination net contributions from Disney | |
| 394,499 | | |
| 90,043 | |
| Proceeds from note payable - related party | |
| 145,000 | | |
| - | |
| Repayment of convertible notes | |
| (144,765 | ) | |
| - | |
| Proceeds from exercise of stock options | |
| 39 | | |
| - | |
| Payment for cancellation of fractional shares | |
| (2 | ) | |
| - | |
| Repayments of notes payable and long-term borrowings | |
| (237 | ) | |
| - | |
| Net cash provided by financing activities | |
| 394,629 | | |
| 90,043 | |
| | |
| | | |
| | |
| Net increase in cash, cash equivalents and restricted cash | |
| 243,959 | | |
| - | |
| Cash, cash equivalents and restricted cash at beginning of period | |
| - | | |
| - | |
| Cash, cash equivalents and restricted cash at end of period | |
$ | 243,959 | | |
$ | - | |
| | |
| | | |
| | |
| Supplemental disclosure of cash flows information: | |
| | | |
| | |
| Interest paid | |
| 9,847 | | |
| - | |
| Income taxes paid | |
| 462 | | |
| - | |
| | |
| | | |
| | |
| Non-cash financing and investing activities: | |
| | | |
| | |
| Redeemable non-controlling interest | |
| 1,843,003 | | |
| - | |
| Unpaid property and equipment included accounts payable | |
| 278 | | |
| - | |
 |
| 10 |
Basis
of Presentation
On
October 29, 2025 (the “Closing Date”), FuboTV Inc. (the “Company” or “Fubo”), The Walt Disney Company
(“Disney”) and Hulu, LLC (“Hulu”) consummated the transactions contemplated by the Business Combination Agreement,
dated as of January 6, 2025, by and among Fubo, Disney and Hulu, pursuant to which the parties combined Fubo’s existing business
with Disney’s Hulu + Live TV business (the “Hulu Live Business” and, such transactions, collectively, the “Business
Combination”).
The
Company has accounted for the Business Combination as a reverse acquisition of the Company using the acquisition method of accounting
in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”), with the Hulu Live Business
treated as the accounting acquirer. Accordingly, commencing with the fiscal quarter ended December 31, 2025, the historical combined
carve-out financial statements of the Hulu Live Business are presented as the historical financial statements of the Company. Prior to
the Business Combination, the Hulu Live Business operated as part of Hulu, which is controlled and consolidated by Disney, and, therefore,
its historical financial statements were prepared on a carve-out basis from Disney and Hulu, including allocations of certain corporate
costs, shared services, and assets and liabilities that were not historically operated or financed on a standalone basis. As a result,
the historical results of the Hulu Live Business are not necessarily comparable to the results of the Company following the Business
Combination.
To
facilitate comparability between periods, we have also included supplemental unaudited pro forma condensed combined financial information,
including Pro Forma Revenue and Pro Forma Net Income (Loss), giving effect to the Business Combination as if it had been consummated
at the beginning of the first period presented. The unaudited pro forma condensed combined financial information has been prepared in
accordance with U.S. GAAP and Article 11 of Regulation S-X. The unaudited pro forma condensed combined financial information is based
on the historical combined carve-out financial statements of the Hulu Live Business and the historical consolidated financial statements
of Fubo, as adjusted to give effect to the Business Combination and related transactions. This information is provided for illustrative
purposes only and is not necessarily indicative of what the actual results of operations and financial position would have been had the
Business Combination and related transactions taken place on the dates indicated, nor are they indicative of the future consolidated
results of operations or financial position of the combined company.
Prior
to the closing of the Business Combination, the Hulu Live Business’s fiscal year ended on the Saturday closest to September 30,
and the Company’s historical fiscal year end was December 31. Effective as of the Closing Date, the Company changed its fiscal
year end to September 30, with its first full fiscal year following the Closing Date to end on September 30, 2026.
Key
Performance Metrics and Non-GAAP Financial Measures
Total
Subscribers
Total
Subscribers represent the total number of subscribers to our live TV streaming services, including Fubo and Hulu + Live TV, who have
completed registration, have activated a payment method (reflecting one paying subscriber per plan), and from whom payment was collected
during the month ending the relevant period. Subscribers participating in free or trial offerings are excluded from this metric. We believe
the number of total paid subscribers is a useful metric for gauging the size of our user base following the business combination with
Hulu + Live TV. For comparative purposes, Total Subscribers for periods ended prior to the Closing Date gives effect to the Business
Combination as if it had been completed at the beginning of such period.
 |
| 11 |
Adjusted
EBITDA and Pro Forma Adjusted EBITDA
Adjusted
EBITDA and Pro Forma Adjusted EBITDA are non-GAAP financial measures defined as Net Income (Loss) and Pro Forma Net income (Loss), respectively,
in each case adjusted for depreciation and amortization, impairment of other assets, stock-based compensation, certain litigation and
transaction expenses, other (income) expense, income tax provision (benefit), and certain corporate allocation expenses. Certain litigation
expenses consist of legal expenses and related fees and costs for specific proceedings that we have determined arise outside of the ordinary
course of business and do not consider representative of our underlying operating performance, based on the several considerations which
we assess regularly, including: (1) the frequency of similar cases that have been brought to date, or are expected to be brought in the
future; (2) matter-specific facts and circumstances, such as the unique nature or complexity of the case and/or remedy(ies) sought, including
the size of any monetary damages sought; (3) the counterparty involved; and (4) the extent to which management considers these amounts
for purposes of operating decision-making and in assessing operating performance. Certain transaction expenses consist of professional
advisor costs related to the business combination with Hulu + Live TV. Certain corporate allocation expenses consist of expenses related
to allocations of Hulu and Disney’s corporate executive functions and other services previously provided by Hulu and Disney to
the Hulu Live Business. As many of these corporate functions are redundant to those already existing at Fubo, Fubo expects to incur limited
additional costs to operate as a combined public company that are not based on the commercial arrangements effective as of the Closing
Date.
Adjusted
EBITDA Margin and Pro Forma Adjusted EBITDA Margin
Adjusted
EBITDA Margin and Pro Forma Adjusted EBITDA Margin are non-GAAP financial measures defined as Adjusted EBITDA divided by Revenue and
Pro Forma Adjusted EBITDA divided by Pro Forma Revenue, respectively.
Free
Cash Flow
Free
Cash Flow is a non-GAAP measure defined as Net cash provided by (used in) operating activities, reduced by capital expenditures (consisting
of purchases of property and equipment), capitalization of internal use software, purchases of intangible assets and gain on settlement
of litigation, net. We believe Free Cash Flow is an important liquidity measure of the cash that is available for operational expenses,
investments in our business, strategic acquisitions, and for certain other activities such as repaying debt obligations and stock repurchases.
Free Cash Flow is a key financial indicator used by management. Free Cash Flow is useful to investors as a liquidity measure because
it measures our ability to generate or use cash. The use of Free Cash Flow as an analytical tool has limitations due to the fact that
it does not represent the residual cash flow available for discretionary expenditures. Because of these limitations, Free Cash Flow should
be considered along with other operating and financial performance measures presented in accordance with GAAP.
Reconciliation
of Key Performance Metrics and Non-GAAP Financial Measures
Certain measures used in this letter, including Adjusted EBITDA, Pro Forma Adjusted EBITDA, Adjusted EBITDA Margin, Pro Forma Adjusted
EBITDA Margin and Free Cash Flow, are non-GAAP financial measures. We believe these are useful financial measures for investors as they
are supplemental measures used by management in evaluating our core operating performance. Our non-GAAP financial measures have limitations
as analytical tools, and you should not consider them in isolation or as a substitute for an analysis of our results under GAAP. There
are a number of limitations related to the use of these non-GAAP financial measures versus their nearest GAAP equivalents. First, these
non-GAAP financial measures are not a substitute for GAAP financial measures. Second, these non-GAAP financial measures may not provide
information directly comparable to measures provided by other companies in our industry, as those other companies may calculate their
non-GAAP financial measures differently.
The
following tables include reconciliations of the historical non-GAAP financial measures used in this letter to their most directly comparable
GAAP financial measures.
 |
| 12 |
FuboTV
Inc.
Reconciliation
of Net Income (Loss) and Pro Forma Net Income (Loss) to Non-GAAP Adjusted EBITDA and Pro Forma Non-GAAP Adjusted EBITDA
(in
thousands)
| | |
Three Months Ended | |
| | |
March 31, 2026 | | |
December 31, 2025 | | |
September 27, 2025 | | |
June 28, 2025 | | |
March 29, 2025 | |
| | |
As-Reported | | |
Pro Forma | | |
Pro Forma | | |
Pro Forma | | |
Pro Forma | |
| Reconciliation of Net Income (Loss) to Adjusted EBITDA | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net income (loss) | |
$ | (6,206 | ) | |
$ | (46,388 | ) | |
$ | (96,253 | ) | |
$ | (71,970 | ) | |
$ | 120,576 | |
| Depreciation and amortization | |
| 36,010 | | |
| 27,367 | | |
| 46,579 | | |
| 46,580 | | |
| 46,570 | |
| Stock-based compensation | |
| 10,187 | | |
| 18,240 | | |
| 14,068 | | |
| 12,832 | | |
| 3,075 | |
| Certain litigation and transaction expenses(1) | |
| 628 | | |
| 36,793 | | |
| 7,664 | | |
| 8,271 | | |
| 10,629 | |
| Other (income) expense | |
| (3,215 | ) | |
| (8,808 | ) | |
| (528 | ) | |
| (564 | ) | |
| (220,996 | ) |
| Income tax provision (benefit) | |
| 343 | | |
| 367 | | |
| (3,410 | ) | |
| (63 | ) | |
| 4,433 | |
| Certain corporate allocation expenses(2) | |
| - | | |
| 13,825 | | |
| 35,936 | | |
| 35,923 | | |
| 37,120 | |
| Adjusted EBITDA | |
| 37,747 | | |
| 41,396 | | |
| 4,056 | | |
| 31,009 | | |
| 1,407 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Adjusted EBITDA | |
| 37,747 | | |
| 41,396 | | |
| 4,056 | | |
| 31,009 | | |
| 1,407 | |
| Divide: | |
| | | |
| | | |
| | | |
| | | |
| | |
| Revenue | |
| 1,573,867 | | |
| 1,683,120 | | |
| 1,501,733 | | |
| 1,483,785 | | |
| 1,564,316 | |
| Adjusted EBITDA Margin | |
| 2.4 | % | |
| 2.5 | % | |
| 0.3 | % | |
| 2.1 | % | |
| 0.1 | % |
| (1) | Certain
litigation expenses consist of legal expenses and related fees for specific proceedings that
we have determined arise outside of the ordinary course of business and do not consider representative
of our underlying operating performance. For the periods presented, the adjustment included
expenses attributable to antitrust and data privacy litigation. Certain transaction expenses
consist of professional advisor costs related to the business combination with Hulu + Live
TV. |
| (2) | Certain
corporate allocation expenses consist of expenses related to allocations of Hulu and Disney’s
corporate executive functions and other services previously provided by Hulu and Disney to
the Hulu Live Business. As many of these corporate functions are redundant to those already
existing at Fubo, Fubo expects to incur limited additional costs to operate as a combined
public company that are not based on the commercial arrangements effective as of the Closing
Date. |
#
# #
 |
| 13 |
Contacts
Investor
Contacts:
Ameet
Padte, Fubo
ameet@fubo.tv
Media
Contacts:
Jennifer
L. Press, Fubo
jpress@fubo.tv
Bianca
Illion, Fubo
billion@fubo.tv
 |
| 14 |
Exhibit
99.2
FOR
IMMEDIATE RELEASE

FUBO
CLOSED Q2 FISCAL 2026 WITH RECORD GLOBAL REVENUE, REAFFIRMS FISCAL YEAR 2026 GUIDANCE AND LONG-TERM FINANCIAL TARGETS
Live
TV Streaming Company Advances Cross-Selling Integrations with Disney to Drive Subscriber Growth
NEW
YORK – MAY 6, 2026 – FuboTV Inc. (NYSE: FUBO) today announced its financial results for its second quarter fiscal 2026
ended March 31, 2026.
Q2
Fiscal 2026 Highlights1
Global Results
| ● | Revenue
of $1.574 billion, compared to Q2 fiscal 2025 revenue of $1.125 billion. This represents
a 1% year-over-year (“YoY”) increase versus Q2 fiscal 2025 Pro Forma Revenue
of $1.564 billion. |
| ● | Total
North America Subscribers of 5.7 million, compared to 5.9 million in Q2 fiscal 2025. |
| ● | Net
Loss of $6.2 million, compared to $40.9 million Net Loss in Q2 fiscal 2025 (or Q2 fiscal
2025 Pro Forma Net Income of $120.6 million).2 |
1 To facilitate comparability between periods, the following
presents Fubo’s Q2 fiscal 2026 results compared to Fubo’s results for the corresponding three month period ended March 31,
2025 (“Q2 fiscal 2025”) on an as-reported basis and pro forma basis, which gives effect to the Company’s business combination
with Hulu + Live TV as if it had been completed at the beginning of the first period presented.
2 Q2 fiscal 2025 Pro Forma Net Income was positively impacted
by a $220 million net gain related to the settlement of litigation.
| ● | Adjusted
EBITDA3 of $37.7 million, compared to Q2 fiscal 2025 Pro Forma Adjusted
EBITDA3 of $1.4 million. |
| ● | Cash
Position: Fubo ended the quarter with $244 million in cash, cash equivalents and restricted
cash on hand. |
| ● | Earnings
Per Share (“EPS”) Loss of $0.07. |
North
America (“NA”) Results
| ● | Revenue
of $1.566 billion, compared to Q2 fiscal 2025 Revenue of $1.125 billion. This represents
a 1% YoY increase versus Q2 fiscal 2025 Pro Forma Revenue of $1.556 billion. |
| ● | Total
NA Paid Subscribers of 5.7 million, compared to 5.9 million in Q2 fiscal 2025. |
Rest
of World (“ROW”) Results
| ● | Revenue
of $8.3 million, compared to Q2 fiscal 2025 Revenue of $0 million. This is flat versus Q2
fiscal 2025 Pro Forma Revenue of $8.3 million. |
| ● | Total
ROW Paid Subscribers of 328,000, compared to 354,000 in Q2 fiscal 2025. |
News
Announced Today
Fubo-Disney
Cross-Selling and Product Integrations
Unlocking
the synergies of the Fubo and Hulu + Live TV business combination, Fubo today announced progress towards the following integrated experiences:
| ● | Hulu
Live’s content packages are now available in Fubo’s aggregated eCommerce flow,
giving customers the option to subscribe to the programming plan that’s right for them.
Customers will be able to choose from multiple sports and entertainment streaming options
at different price points (Fubo Sports, Fubo Pro, Hulu + Live TV, Fubo Latino, and Hulu +
Live TV Español) all through the Fubo website. |
| | | |
| |
● |
ESPN.com’s “Where to Watch” pages will soon
link directly to Fubo, offering easy click access for sports fans looking to stream their favorite teams and live games. |
| |
|
|
| ● | The
Fubo Sports service is expected to be available in ESPN’s ecommerce flow in the first
half of 2027, through a previously announced reseller and marketing arrangement to expand
the reach and distribution of the Fubo services. Fubo Sports includes ESPN Unlimited as well
as FOX and CBS programming among other sports networks. |
3 Adjusted EBITDA and Pro Forma Adjusted EBITDA are non-GAAP
financial measures. For a reconciliation of these measures to the most directly comparable U.S. GAAP financial measures, Net Income (Loss)
and Pro Forma Net Income (Loss) (prepared in accordance with Article 11 of Regulation S-X), respectively, for historical periods, please
refer to the “Reconciliation of Key Performance Metrics and Non-GAAP Financial Measures” section of this press release. See
“Basis of Presentation” and “Key Performance Metrics and Non-GAAP Financial Measures” for more information.
AI
Assistant
Fubo
continues to personalize its sports-first streaming experience with the implementation of AI-driven product features. The Company is
developing an AI Assistant that will enable customers to search their DVR’d content for sports on the Fubo platform through casual
conversation (rather than voice commands). The Company plans to initially launch the AI Assistant on Roku, Apple TV and mobile this fall.
Fubo also plans to extend this feature to news and entertainment programming.
Guidance
and Long-Term Financial Targets
| ● | Fubo
is reaffirming its Fiscal 2026 Pro Forma Adjusted EBITDA4 guidance range
of $80 million to $100 million. |
| ● | Fubo
is reaffirming its Fiscal 2028 Adjusted EBITDA4 target of at least $300
million. |
| ● | Positive
Free Cash Flow4 remains expected in Fiscal 2027 and Fiscal 2028 under
Fubo’s current operating plan. |
| ● | Fiscal
2026 ending cash, cash equivalents and restricted cash is expected to be at least $200 million. |
Message
from Fubo Co-founder and CEO David Gandler
“Fubo’s
second quarter Fiscal Year 2026 results, including record revenue of $1.6 billion, demonstrate the growing strength and scale of our
business. We are also pleased to reiterate our confidence in our Fiscal 2026 guidance and our Fiscal 2028 Adjusted EBITDA target of at
least $300 million. Looking ahead, we are making progress on multiple new integrations with Disney, leveraging the content portfolios
of Fubo and Hulu + Live TV, which are expected to drive sustained subscriber, revenue and Adjusted EBITDA growth while delivering on
the consumer promise of our business combination.”
Shareholder
Letter
Complete
Q2 fiscal 2026 results are detailed in Fubo’s shareholder letter available on the Company’s Investor Relations
website and included as an exhibit in the Current Report on Form 8-K furnished with the SEC on May 6, 2026.
4 Free Cash Flow is a non-GAAP financial measure. The Company
is not providing a reconciliation of forward-looking Pro Forma Adjusted EBITDA, Adjusted EBITDA or Free Cash Flow to the most directly
comparable U.S. GAAP measures, Pro Forma Net income (Loss) (prepared in accordance with Article 11 of Regulation S-X), Net Income (Loss)
and net cash provided by (used in) operating activities, respectively, because the Company does not currently have sufficient information
to accurately estimate all of the variables and individual adjustments for such reconciliation. As such, the Company cannot estimate on
a forward-looking basis without unreasonable effort the impact these variables and individual adjustments will have on its reported results.
See also “Basis of Presentation” and “Key Performance Metrics and Non-GAAP Financial Measures.”
Live
Webcast
Gandler
and CFO John Janedis will host a live conference call today at 10 a.m. ET to deliver brief remarks on the quarter followed by a question-and-answer
session. The live webcast will be available on the Events & Presentations page of Fubo’s Investor Relations website.
An archived replay of the webcast will be available on our website shortly after the conclusion of the call. Participants should join
the call at least 10 minutes before to ensure that they are connected prior to the event.
About
FuboTV Inc.
FuboTV
Inc. (NYSE: FUBO) is a consumer-first live TV streaming company with the mission of delivering premium sports, news and entertainment
programming through a best-in-class user experience that offers greater choice, flexibility and value. The sixth largest Pay TV company
in the U.S. (UBS estimates) and ranked among Fast Company’s Most Innovative Companies (2026) and the Financial Times’
The Americas’ Fastest-Growing Companies (2026, 2025), FuboTV Inc. owns Hulu + Live TV (entertainment), Fubo (sports) and Molotov
(entertainment and sports), which stream in markets around the globe. FuboTV Inc. is an affiliate of The Walt Disney Company.
Learn
more at https://fubo.tv
Basis
of Presentation
On
October 29, 2025 (the “Closing Date”), FuboTV Inc. (the “Company” or “Fubo”), The Walt Disney Company
(“Disney”) and Hulu, LLC (“Hulu”) consummated the transactions contemplated by the Business Combination Agreement,
dated as of January 6, 2025, by and among Fubo, Disney and Hulu, pursuant to which the parties combined Fubo’s existing business
with Disney’s Hulu + Live TV business (the “Hulu Live Business” and, such transactions, collectively, the “Business
Combination”).
The
Company has accounted for the Business Combination as a reverse acquisition of the Company using the acquisition method of accounting
in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”), with the Hulu Live Business
treated as the accounting acquirer. Accordingly, commencing with the fiscal quarter ended December 31, 2025, the historical combined
carve-out financial statements of the Hulu Live Business are presented as the historical financial statements of the Company. Prior to
the Business Combination, the Hulu Live Business operated as part of Hulu, which is controlled and consolidated by Disney, and, therefore,
its historical financial statements were prepared on a carve-out basis from Disney and Hulu, including allocations of certain corporate
costs, shared services, and assets and liabilities that were not historically operated or financed on a standalone basis. As a result,
the historical results of the Hulu Live Business are not necessarily comparable to the results of the Company following the Business
Combination.
To
facilitate comparability between periods, we have also included supplemental unaudited pro forma condensed combined financial information,
including Pro Forma Revenue and Pro Forma Net Income (Loss), giving effect to the Business Combination as if it had been consummated
at the beginning of the first period presented. The unaudited pro forma condensed combined financial information has been prepared in
accordance with U.S. GAAP and Article 11 of Regulation S-X. The unaudited pro forma condensed combined financial information is based
on the historical combined carve-out financial statements of the Hulu Live Business and the historical consolidated financial statements
of Fubo, as adjusted to give effect to the Business Combination and related transactions. This information is provided for illustrative
purposes only and is not necessarily indicative of what the actual results of operations and financial position would have been had the
Business Combination and related transactions taken place on the dates indicated, nor are they indicative of the future consolidated
results of operations or financial position of the combined company.
Prior
to the closing of the Business Combination, the Hulu Live Business’s fiscal year ended on the Saturday closest to September 30,
and the Company’s historical fiscal year end was December 31. Effective as of the Closing Date, the Company changed its fiscal
year end to September 30, with its first full fiscal year following the Closing Date to end on September 30, 2026.
Key
Performance Metrics and Non-GAAP Financial Measures
Total
Subscribers
Total
Subscribers represent the total number of subscribers to our live TV streaming services, including Fubo and Hulu + Live TV, who have
completed registration, have activated a payment method (reflecting one paying subscriber per plan), and from whom payment was collected
during the month ending the relevant period. Subscribers participating in free or trial offerings are excluded from this metric. We believe
the number of total paid subscribers is a useful metric for gauging the size of our user base following the business combination with
Hulu + Live TV. For comparative purposes, Total Subscribers for periods ended prior to the Closing Date gives effect to the Business
Combination as if it had been completed at the beginning of such period.
Adjusted
EBITDA and Pro Forma Adjusted EBITDA
Adjusted
EBITDA and Pro Forma Adjusted EBITDA are non-GAAP financial measures defined as Net Income (Loss) and Pro Forma Net income (Loss), respectively,
in each case adjusted for depreciation and amortization, impairment of other assets, stock-based compensation, certain litigation and
transaction expenses, other (income) expense, income tax provision (benefit), and certain corporate allocation expenses. Certain litigation
expenses consist of legal expenses and related fees and costs for specific proceedings that we have determined arise outside of the ordinary
course of business and do not consider representative of our underlying operating performance, based on the several considerations which
we assess regularly, including: (1) the frequency of similar cases that have been brought to date, or are expected to be brought in the
future; (2) matter-specific facts and circumstances, such as the unique nature or complexity of the case and/or remedy(ies) sought, including
the size of any monetary damages sought; (3) the counterparty involved; and (4) the extent to which management considers these amounts
for purposes of operating decision-making and in assessing operating performance. Certain transaction expenses consist of professional
advisor costs related to the business combination with Hulu + Live TV. Certain corporate allocation expenses consist of expenses related
to allocations of Hulu and Disney’s corporate executive functions and other services previously provided by Hulu and Disney to
the Hulu Live Business. As many of these corporate functions are redundant to those already existing at Fubo, Fubo expects to incur limited
additional costs to operate as a combined public company that are not based on the commercial arrangements effective as of the Closing
Date.
Adjusted
EBITDA Margin and Pro Forma Adjusted EBITDA Margin
Adjusted
EBITDA Margin and Pro Forma Adjusted EBITDA Margin are non-GAAP financial measures defined as Adjusted EBITDA divided by Revenue and
Pro Forma Adjusted EBITDA divided by Pro Forma Revenue, respectively.
Free
Cash Flow
Free
Cash Flow is a non-GAAP measure defined as Net cash provided by (used in) operating activities, reduced by capital expenditures (consisting
of purchases of property and equipment), capitalization of internal use software, purchases of intangible assets and gain on settlement
of litigation, net. We believe Free Cash Flow is an important liquidity measure of the cash that is available for operational expenses,
investments in our business, strategic acquisitions, and for certain other activities such as repaying debt obligations and stock repurchases.
Free Cash Flow is a key financial indicator used by management. Free Cash Flow is useful to investors as a liquidity measure because
it measures our ability to generate or use cash. The use of Free Cash Flow as an analytical tool has limitations due to the fact that
it does not represent the residual cash flow available for discretionary expenditures. Because of these limitations, Free Cash Flow should
be considered along with other operating and financial performance measures presented in accordance with GAAP.
Reconciliation
of Key Performance Metrics and Non-GAAP Financial Measures
Certain
measures used in this press release, including Adjusted EBITDA, Pro Forma Adjusted EBITDA, Adjusted EBITDA Margin, Pro Forma Adjusted
EBITDA Margin and Free Cash Flow, are non-GAAP financial measures. We believe these are useful financial measures for investors as they
are supplemental measures used by management in evaluating our core operating performance. Our non-GAAP financial measures have limitations
as analytical tools, and you should not consider them in isolation or as a substitute for an analysis of our results under GAAP. There
are a number of limitations related to the use of these non-GAAP financial measures versus their nearest GAAP equivalents. First, these
non-GAAP financial measures are not a substitute for GAAP financial measures. Second, these non-GAAP financial measures may not provide
information directly comparable to measures provided by other companies in our industry, as those other companies may calculate their
non-GAAP financial measures differently.
The
following tables include reconciliations of the historical non-GAAP financial measures used in this press release to their most directly
comparable GAAP financial measures.
FuboTV
Inc.
Reconciliation
of Net Income (Loss) and Pro Forma Net Income (Loss) to Non-GAAP Adjusted EBITDA and Pro Forma Non-GAAP Adjusted EBITDA
(in
thousands)
| | |
Three Months Ended | |
| | |
March 31, 2026 | | |
December 31, 2025 | | |
September 27, 2025 | | |
June 28, 2025 | | |
March 29, 2025 | |
| | |
As-Reported | | |
Pro Forma | | |
Pro Forma | | |
Pro Forma | | |
Pro Forma | |
| Reconciliation of Net Income (Loss) to Adjusted EBITDA | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net income (loss) | |
$ | (6,206 | ) | |
$ | (46,388 | ) | |
$ | (96,253 | ) | |
$ | (71,970 | ) | |
$ | 120,576 | |
| Depreciation and amortization | |
| 36,010 | | |
| 27,367 | | |
| 46,579 | | |
| 46,580 | | |
| 46,570 | |
| Stock-based compensation | |
| 10,187 | | |
| 18,240 | | |
| 14,068 | | |
| 12,832 | | |
| 3,075 | |
| Certain litigation and transaction expenses(1) | |
| 628 | | |
| 36,793 | | |
| 7,664 | | |
| 8,271 | | |
| 10,629 | |
| Other (income) expense | |
| (3,215 | ) | |
| (8,808 | ) | |
| (528 | ) | |
| (564 | ) | |
| (220,996 | ) |
| Income tax provision (benefit) | |
| 343 | | |
| 367 | | |
| (3,410 | ) | |
| (63 | ) | |
| 4,433 | |
| Certain corporate allocation expenses(2) | |
| - | | |
| 13,825 | | |
| 35,936 | | |
| 35,923 | | |
| 37,120 | |
| Adjusted EBITDA | |
| 37,747 | | |
| 41,396 | | |
| 4,056 | | |
| 31,009 | | |
| 1,407 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Adjusted EBITDA | |
| 37,747 | | |
| 41,396 | | |
| 4,056 | | |
| 31,009 | | |
| 1,407 | |
| Divide: | |
| | | |
| | | |
| | | |
| | | |
| | |
| Revenue | |
| 1,573,867 | | |
| 1,683,120 | | |
| 1,501,733 | | |
| 1,483,785 | | |
| 1,564,316 | |
| Adjusted EBITDA Margin | |
| 2.4 | % | |
| 2.5 | % | |
| 0.3 | % | |
| 2.1 | % | |
| 0.1 | % |
| (1) | Certain
litigation expenses consist of legal expenses and related fees for specific proceedings that
we have determined arise outside of the ordinary course of business and do not consider representative
of our underlying operating performance. For the periods presented, the adjustment included
expenses attributable to antitrust and data privacy litigation. Certain transaction expenses
consist of professional advisor costs related to the business combination with Hulu + Live
TV. |
| (2) | Certain
corporate allocation expenses consist of expenses related to allocations of Hulu and Disney’s
corporate executive functions and other services previously provided by Hulu and Disney to
the Hulu Live Business. As many of these corporate functions are redundant to those already
existing at Fubo, Fubo expects to incur limited additional costs to operate as a combined
public company that are not based on the commercial arrangements effective as of the Closing
Date. |
Cautionary
Note Regarding Forward-Looking Statements
This
press release contains forward-looking statements of Fubo that involve substantial risks and uncertainties. All statements contained
in this press release that do not relate to matters of historical fact are forward-looking statements within the meaning of The Private
Securities Litigation Reform Act of 1995, including statements regarding our business strategy and plans, our financial results and our
expected future financial results, including our financial outlook and/or guidance and long-term targets, which include Adjusted EBITDA,
Pro Forma Adjusted EBITDA, Free Cash Flow and ending cash, cash equivalents and restricted cash, our offerings and the benefits of any
expanded product offerings and technical innovations, including the use of AI tools and the benefits therefrom, our partnerships and
other arrangements, our sports programming and packaging, distribution and consumer preferences, the benefits of the Business Combination,
and progression on synergy opportunities and anticipated related benefits. The words “could,” “will,” “plan,”
“intend,” “anticipate,” “approximate,” “expect,” “potential,” “believe”
or the negative of these terms or other similar expressions are intended to identify forward-looking statements, although not all forward-looking
statements contain these identifying words. Actual results or events could differ materially from the plans, intentions and expectations
disclosed in the forward-looking statements that Fubo makes due to a number of important factors, including but not limited to the following:
our ability to achieve or maintain profitability; risks related to our access to capital and fundraising prospects to fund our financial
operations and support our planned business growth; risks related to the integration of the Hulu + Live TV business; risks related to
our organizational structure following completion of the Business Combination; our revenue and gross profit are subject to seasonality;
our operating results may fluctuate; our ability to effectively manage our growth; risks related to the Business Combination; the long-term
nature of our content commitments; our ability to renew our long-term content contracts on sufficiently favorable terms; our ability
to attract and retain subscribers; risks related to our commercial arrangements with Hulu; obligations imposed on us through our agreements
with certain distribution partners; our ability to license streaming content or other rights on acceptable terms; the restrictions imposed
by content providers on our distribution and marketing of our products and services; our reliance on third party platforms to operate
certain aspects of our business; risks related to the difficulty in measuring key metrics related to our business; risks related to preparing
and forecasting our financial results; risks related to the highly competitive nature of our industry; risks related to our technology,
as well as cybersecurity and data privacy-related risks; risks related to our conversion to a Delaware corporation and our status as
a “controlled company”; risks related to ongoing or future legal proceedings; and other risks, including the effects of industry,
market, economic, political or regulatory conditions, future exchange and interest rates, and changes in tax and other laws, regulations,
rates and policies. Further risks that could cause actual results to differ materially from those matters expressed in or implied by
such forward-looking statements are discussed in our Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2025 filed
with the Securities and Exchange Commission (“SEC”), our Quarterly Report on Form 10-Q for the quarterly period ended March
31, 2026, to be filed with the SEC, and our other periodic filings with the SEC. We encourage you to read such risks in detail. The forward-looking
statements in this press release represent Fubo’s views as of the date of this press release. Fubo anticipates that subsequent
events and developments will cause its views to change. However, while it may elect to update these forward-looking statements at some
point in the future, it specifically disclaims any obligation to do so. You should, therefore, not rely on these forward-looking statements
as representing Fubo’s views as of any date subsequent to the date of this press release.
#
# #
Investor
Contacts
Ameet
Padte, Fubo
ameet@fubo.tv
Media
Contacts
Jennifer
L. Press, Fubo
jpress@fubo.tv
Bianca
Illion, Fubo
billion@fubo.tv