fuboTV (FUBO)

Risks

• We have incurred operating losses in the past, expect to incur operating losses in the future and may never achieve or maintain profitability.
• We may require additional capital to meet our financial obligations and support planned business growth, and this capital might not be available on acceptable terms or at all.
• Our revenue and gross profit are subject to seasonality, and if subscriber behavior during certain seasons falls below our expectations, our business may be harmed.
• We might not be able to utilize a significant portion of our net operating loss carryforwards.
• Servicing our indebtedness will require a significant amount of cash, and we may not have sufficient cash flow from our business to pay our substantial indebtedness.
• Our operating results may fluctuate, which makes our results difficult to predict.
• If we fail to effectively manage our growth, our business, operating results, and financial condition may suffer.
• The long-term nature of certain of our content commitments may limit our operating flexibility and could adversely affect our liquidity and results of operations.
• Our results may be adversely affected if long-term content contracts are not renewed on sufficiently favorable terms.
• If we fail to obtain or maintain popular content, we may fail to retain existing subscribers and attract new subscribers.
• If our efforts to attract and retain subscribers are not successful, our business will be adversely affected.
• Our agreements with certain distribution partners may contain parity obligations which limit our ability to pursue unique partnerships.
• If we are unable to maintain an adequate supply of ad inventory on our platform, our business may be harmed.
• If content providers refuse to license streaming content or other rights upon terms acceptable to us, our business could be adversely affected.
• Our content providers impose a number of restrictions on how we distribute and market our products and services, which can adversely affect our business.
• Our agreements with content providers are complex, with various rights restrictions and favorability obligations which impose onerous compliance obligations.
• We face risks, such as unforeseen costs and potential liability in connection with content we acquire, produce, license and/or distribute through our service.
• If our efforts to build a strong brand and to maintain customer satisfaction and loyalty are not successful, we may not be able to attract or retain subscribers, and our business may be harmed.
• We rely upon a number of partners to make our service available on their devices.
• We rely upon Google Cloud Platform and Amazon Web Services to operate certain aspects of our service, and any disruption of or interference with our use of Google Cloud Platform and/or Amazon Web Services would impact our operations and our business would be adversely impacted.
• We identified material weaknesses in our internal control over financial reporting in 2019 and 2020. We may identify material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, which could lead investors to lose confidence in the accuracy and completeness of our financial reports.
• If we fail to comply with the reporting obligations of the Exchange Act, our business, financial condition, and results of operations, and investors’ confidence in us, could be materially and adversely affected.
• We will need to improve our operational and financial systems to support our expected long term growth, along with increasingly complex business arrangements, and rules governing revenue and expense recognition, and any inability to do so could adversely affect our billing services and financial reporting.
• Our key metrics and other estimates are subject to inherent challenges in measurement, and real or perceived inaccuracies in those metrics may seriously harm and negatively affect our reputation and our business.
• Preparing and forecasting our financial results requires us to make judgments and estimates which may differ materially from actual results, and if our operating and financial performance does not meet the guidance that we provide to the public, the market price of our common stock may decline.
• TV streaming is highly competitive and many companies, including large technology and entertainment companies, TV brands, and service operators, are actively focusing on this industry. If we fail to differentiate ourselves and compete successfully with these companies, it will be difficult for us to attract or retain subscribers and our business will be harmed.
• If the advertisements and audience development campaigns and other promotional advertising on our platform are not relevant or not engaging to our subscribers, our growth in subscribers, advertisers and hours streamed may be adversely impacted.
• Our future growth depends on the acceptance and growth of OTT advertising and OTT advertising platforms.
• We may not be successful at expanding our content to areas outside our current content offering and even if we are able to expand into other content areas and sustain such expansion, we may not be successful in overcoming our reputation as primarily a live sports streaming service.
• If TV streaming develops more slowly than we expect, our operating results and growth prospects could be harmed. In addition, our future growth depends in part on the growth of TV streaming advertising.
• Changes in competitive offerings for entertainment video, including the potential rapid adoption of piracy-based video offerings, could adversely impact our business.
• Our products and services related to sports wagering subject our business to a variety of related U.S. and foreign laws, many of which are unsettled and still developing, and which could subject us to claims or otherwise harm our business. The violation of any such laws, any adverse change in any such laws or their interpretation, or the regulatory climate applicable to these products and services, or changes in tax rules and regulations or interpretation thereof related to these products and services, could adversely impact our ability to operate our business as we seek to operate in the future, and could have a material adverse effect on our financial condition and results of operations.
• Our participation in the sports wagering industry exposes us to risks to which we have not previously been exposed, including risks related to trading, liability management, pricing risk, payment processing, palpable errors, and reliance on third-party sports data providers for real-time and accurate data for sporting events, among others. We may experience lower than expected profitability and potentially significant losses as a result of a failure to determine accurately the odds in relation to any particular event and/or any failure of its sports risk management processes.
• The success of our sports wagering business depends on our ability to gain market access in states as such states legalize sports wagering activities; the inability to gain such market access could have negative impacts on our future growth.
• There can be no assurance that we will be able to compete effectively or generate sufficient returns on our recently expanded sports wagering operations and launch of Fubo Sportsbook.
• Our sports wagering business depends on the ongoing support of payment processors, the quality and cost of which may be variable in certain jurisdictions.
• Our sports wagering business may experience significant losses with respect to individual events or wagering outcomes.
• The online and mobile sports wagering industries are intensely competitive and our potential inability to compete successfully could have a significant adverse impact.
• If the technology we use in operating our business fails, is unavailable, or does not operate to expectations, our business and results of operation could be adversely impacted.
• We rely on third-party providers to validate the identity and identify the location of our users, and if such providers fail to perform adequately, provide accurate information or we do not maintain business relationships with them, our business, financial condition and results of operations could be adversely affected.
• We rely on other third-party sports data providers for real-time and accurate data for sporting events, and if such third parties do not perform adequately or terminate their relationships with us, our costs may increase and our business, financial condition and results of operations could be adversely affected.
• Fubo Sportsbook’s growth will depend on our ability to attract and retain users, and the loss of our users, failure to attract new users in a cost-effective manner, or failure to effectively manage our growth could adversely affect our business, financial condition, results of operations and prospects.
• The gaming industry is heavily regulated and our failure to obtain or maintain applicable licensure or approvals, or otherwise comply with applicable requirements, could be disruptive to our business and could adversely affect our operations.
• We will be subject to regulatory investigations, which could cause us to incur substantial costs or require us to change our business practices in a materially adverse manner.
• We may not be able to capitalize on the expansion of sports wagering, including due to laws and regulations governing this industry.
• Our shareholders will be subject to extensive governmental oversight, and if a shareholder is found unsuitable by a gaming authority, that shareholder may not be able to beneficially own, directly or indirectly, certain of our securities.
• If government regulations relating to the Internet or other areas of our business change, we may need to alter the manner in which we conduct our business and we may incur greater operating expenses.
• We are subject to payment processing risk.
• We may be subject to fines or other penalties imposed by the Internal Revenue Service and other tax authorities.
• We could be required to collect additional sales and other similar taxes or be subject to other tax liabilities that may increase the costs our customers would have to pay for our subscriptions and adversely affect our operating results.
• We are subject to taxation-related risks in multiple jurisdictions.
• Social responsibility concerns and public opinion can significantly influence the regulation of sports wagering and impact responsible gaming requirements, each of which could impact our business and could adversely affect our operations.
• The COVID-19 pandemic and the global attempt to contain it may harm our industry, business, results of operations and ability to raise additional capital.
• We could be subject to claims or have liability based on defects with respect to certain historical corporate transactions that were not properly authorized or documented.
• Legal proceedings could cause us to incur unforeseen expenses and could occupy a significant amount of our management’s time and attention.
• The quality of our customer support is important to our subscribers, and if we fail to provide adequate levels of customer support, we could lose subscribers, which would harm our business.
• We may be unable to successfully expand our international operations and our international expansion plans, if implemented, will subject us to a variety of economic, political, regulatory and other risks.
• Our operations outside the U.S. may be adversely affected by the operation of laws in those jurisdictions.
• We depend on highly skilled key personnel to operate our business, and if we are unable to attract, retain, and motivate qualified personnel, our ability to develop and successfully grow our business could be harmed.
• The impact of worldwide economic conditions may adversely affect our business, operating results, and financial condition.
• Changes in how we market our service could adversely affect our marketing expenses and subscription levels may be adversely affected.
• We continue to pursue and may in the future engage in strategic acquisitions and investments, which involve a number of risks, and if we are unable to address and resolve these risks successfully, such acquisitions and investments could harm our business.
• We are subject to a number of legal requirements and other obligations regarding privacy, security, and data protection, and any actual or perceived failure to comply with these requirements or obligations could have an adverse effect on our reputation, business, financial condition and operating results.
• Any significant interruptions, delays or discontinuations in service or disruptions in or unauthorized access to our computer systems or those of third parties that we utilize in our operations, including those relating to cybersecurity or arising from cyber-attacks, could result in a loss or degradation of service, unauthorized disclosure of data, including subscriber and corporate information, or theft of intellectual property, including digital content assets, which could adversely impact our business.
• We could become subject to litigation regarding intellectual property rights that could be costly and harm our business.
• An inability to obtain licenses for our streaming content from suppliers or other rights holders could be costly and harm our business.
• If our technology, trademarks and other proprietary rights are not adequately protected to prevent use or appropriation by our competitors, the value of our brand and other intangible assets may be diminished, and our business may be adversely affected.
• Our use of open-source software could impose limitations on our ability to commercialize our platform.
• If we are unable to obtain necessary or desirable third-party technology licenses, our ability to develop platform enhancements may be impaired.
• We may not have the ability to raise the funds necessary to settle conversions of the 2026 Convertible Notes in cash or to repurchase the 2026 Convertible Notes upon a fundamental change, and our future debt may contain limitations on our ability to pay cash upon conversion or repurchase of the 2026 Convertible Notes.
• The conditional conversion feature of all or a portion of the 2026 Convertible Notes, if triggered, may adversely affect our financial condition and operating results.
• The accounting method for convertible debt securities that may be settled in cash, such as the 2026 Convertible Notes, could have a material effect on our reported financial results.
• Provisions in the indenture for the 2026 Convertible Notes may deter or prevent a business combination that may be favorable to you.
• Our stock price is volatile.
• If a substantial number of shares become available for sale and are sold in a short period of time, the market price of our common stock could decline.
• We have no plans to declare any cash dividends on our common stock in the foreseeable future.
• Future sales and issuances of our capital stock could reduce our stock price and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership in us.
• If few securities or industry analysts publish research or reports, or if they publish adverse or misleading research or reports, regarding us, our business or our market, our stock price and trading volume could decline.
• Our insurance may not provide adequate levels of coverage against claims.