Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 11, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | fuboTV Inc. /FL | |
Entity Central Index Key | 0001484769 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 67,533,800 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash | $ 38,864 | $ 7,624 |
Accounts receivable, net | 6,975 | 8,904 |
Prepaid and other current assets | 12,177 | 1,445 |
Total current assets | 58,016 | 17,973 |
Property and equipment, net | 1,840 | 335 |
Restricted cash | 1,275 | |
Financial assets at fair value | 1,965 | |
Intangible assets, net | 238,440 | 116,646 |
Goodwill | 493,847 | 227,763 |
Right-of-use assets | 4,886 | 3,519 |
Other non-current assets | 1,009 | 24 |
Total assets | 799,313 | 368,225 |
Current liabilities | ||
Accounts payable | 61,679 | 36,373 |
Accrued expenses | 37,363 | 20,402 |
Due to related parties | 85,847 | 665 |
Notes payable | 5,884 | 4,090 |
Notes payable - related parties | 35 | 368 |
Convertible notes, net of $710 discount as of December 31, 2019 | 1,358 | |
Shares settled liability | 43 | 1,000 |
Deferred revenue | 15,424 | |
Profit share liability | 2,119 | 1,971 |
Warrant liabilities | 28,085 | 24 |
Derivative liability | 376 | |
Long term borrowings - current portion | 9,696 | |
Current portion of lease liability | 903 | 815 |
Total current liabilities | 247,078 | 67,442 |
Deferred income taxes | 9,428 | 30,879 |
Lease liability | 3,997 | 2,705 |
Long term borrowings | 25,905 | 43,982 |
Other long-term liabilities | 3,968 | 41 |
Total liabilities | 290,376 | 145,049 |
COMMITMENTS AND CONTINGENCIES (Note 19) | ||
Series D Convertible Preferred stock, par value $0.0001, 2,000,000 shares authorized, 0 and 461,839 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively; aggregate liquidation preference of $0 and $462 as of September 30, 2020 and December 31, 2019, respectively | 462 | |
Stockholders' equity: | ||
Common stock par value $0.0001: 400,000,000 shares authorized; 47,531,170 and 28,912,500 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively | 5 | 3 |
Additional paid-in capital | 385,030 | 257,002 |
Accumulated deficit | (458,632) | (56,123) |
Non-controlling interest | 16,410 | 22,602 |
Accumulated other comprehensive loss | (770) | |
Total stockholders' equity | 508,937 | 222,714 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY AND TEMPORARY EQUITY | 799,313 | 368,225 |
Series AA Convertible Preferred Stock [Member] | ||
Stockholders' equity: | ||
Preferred stock value | $ 566,124 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Convertible notes, net of discount | $ 710 | |
Series D Convertible Preferred stock , par value | $ 0.0001 | $ 0.0001 |
Series D Convertible Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Series D Convertible Preferred stock, shares issued | 0 | 461,839 |
Series D Convertible Preferred stock, shares outstanding | 0 | 461,839 |
Series D Convertible Preferred stock, liquidation preference | $ 0 | $ 462 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 47,531,170 | 28,912,500 |
Common stock, shares outstanding | 47,531,170 | 28,912,500 |
Series AA Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 35,800,000 | 35,800,000 |
Preferred stock, shares issued | 32,324,362 | 0 |
Preferred stock, shares outstanding | 32,324,362 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenues | ||||
Total revenues | $ 61,202 | $ 5,834 | $ 112,669 | $ 5,834 |
Operating expenses | ||||
Subscriber related expenses | 61,228 | 114,315 | ||
Broadcasting and transmission | 9,778 | 19,270 | ||
Sales and marketing | 22,269 | 93 | 33,526 | 417 |
Technology and development | 10,727 | 5,222 | 20,277 | 5,222 |
General and administrative | 8,270 | 2,171 | 42,130 | 3,688 |
Depreciation and amortization | 14,413 | 5,273 | 34,050 | 15,589 |
Impairment of intangible assets and goodwill | 236,681 | 236,681 | ||
Total operating expenses | 363,366 | 12,759 | 500,249 | 24,916 |
Operating loss | (302,164) | (6,925) | (387,580) | (19,082) |
Other income (expense) | ||||
Interest expense and financing costs | (2,203) | (1,094) | (18,109) | (1,994) |
Interest income | 482 | 482 | ||
Gain (loss) on extinguishment of debt | 1,321 | (9,827) | ||
Loss on issuance of common stock and warrants | (13,507) | |||
Gain on sale of assets | 7,631 | 7,631 | ||
Unrealized gain in equity method investment | 2,614 | |||
Loss on deconsolidation of Nexway | (11,919) | |||
Change in fair value of warrant liabilities | 4,543 | 9,143 | ||
Change in fair value of subsidiary warrant liability | 831 | 3 | 4,432 | |
Change in fair value of shares settled liability | (1,665) | |||
Change in fair value of derivative liability | 101 | (1) | (426) | 1,017 |
Change in fair value of profit share liability | (148) | |||
Foreign currency exchange loss | (1,010) | |||
Other income expense | 583 | (1,230) | 147 | (1,230) |
Total other income (expense) | 11,976 | (1,012) | (37,073) | 2,707 |
Loss before income taxes | (290,188) | (7,937) | (424,653) | (16,375) |
Income tax benefit | (16,071) | (1,028) | (20,589) | (3,234) |
Net loss | (274,117) | (6,909) | (404,064) | (13,141) |
Less: net income (loss) attributable to non-controlling interest | (128) | 1,555 | 2,653 | |
Net loss attributable to controlling interest | (274,117) | (6,781) | (402,509) | (15,794) |
Less: Deemed dividend on Series D Preferred stock | (6) | (6) | ||
Less: Deemed dividend - beneficial conversion feature on preferred stock | (379) | (379) | ||
Net loss attributable to common stockholders | $ (274,117) | $ (7,166) | $ (402,509) | $ (16,179) |
Net loss per share attributable to common stockholders | ||||
Basic and diluted | $ (6.20) | $ (0.29) | $ (11) | $ (0.80) |
Weighted average shares outstanding: | ||||
Basic and diluted | 44,199,709 | 24,363,124 | 36,577,183 | 20,165,089 |
Subscriptions [Member] | ||||
Revenues | ||||
Total revenues | $ 53,433 | $ 92,945 | ||
Advertising [Member] | ||||
Revenues | ||||
Total revenues | 7,520 | 11,843 | ||
Software Licenses, Net [Member] | ||||
Revenues | ||||
Total revenues | 5,834 | 7,295 | 5,834 | |
Other [Member] | ||||
Revenues | ||||
Total revenues | $ 249 | $ 586 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders' Equity (Unaudited) - USD ($) | Series X Convertible Preferred Stock [Member] | Series AA Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss | Noncontrolling Interest [Member] | Total |
Balance at Dec. 31, 2018 | $ 1,000 | $ 227,570,000 | $ (21,763,000) | $ 26,742,000 | $ 232,550,000 | |||
Balance, shares at Dec. 31, 2018 | 1,000,000 | 7,532,776 | ||||||
Issuance of common stock for cash | 1,778,000 | 1,778,000 | ||||||
Issuance of common stock for cash, shares | 378,098 | |||||||
Preferred stock converted to common stock | $ 1,000 | (1,000) | ||||||
Preferred stock converted to common stock, shares | (1,000,000) | 15,000,000 | ||||||
Common stock issued for lease settlement | $ 130,000 | $ 130,000 | ||||||
Common stock issued for lease settlement, shares | 18,935 | |||||||
Issuance of subsidiary common stock for cash, shares | 65 | 65 | ||||||
Additional shares issued for reverse stock split | ||||||||
Additional shares issued for reverse stock split, shares | 1,374 | |||||||
Net loss | (3,466,000) | 599,000 | (2,867,000) | |||||
Balance at Mar. 31, 2019 | $ 2,000 | 229,542,000 | (25,229,000) | 27,341,000 | 231,656,000 | |||
Balance, shares at Mar. 31, 2019 | 22,931,183 | |||||||
Balance at Dec. 31, 2018 | $ 1,000 | 227,570,000 | (21,763,000) | 26,742,000 | 232,550,000 | |||
Balance, shares at Dec. 31, 2018 | 1,000,000 | 7,532,776 | ||||||
Issuance of common stock in connection with cancellation of a consulting agreement | (13,000) | |||||||
Deemed dividend on Series D preferred stock | (6,000) | |||||||
Net loss | (13,141,000) | |||||||
Balance at Sep. 30, 2019 | $ 2,000 | 241,634,000 | (37,557,000) | 29,998,000 | 234,077,000 | |||
Balance, shares at Sep. 30, 2019 | 26,908,609 | |||||||
Balance at Mar. 31, 2019 | $ 2,000 | 229,542,000 | (25,229,000) | 27,341,000 | 231,656,000 | |||
Balance, shares at Mar. 31, 2019 | 22,931,183 | |||||||
Issuance of common stock for cash | 422,000 | 422,000 | ||||||
Issuance of common stock for cash, shares | 386,792 | |||||||
Net loss | (5,547,000) | 2,182,000 | (3,365,000) | |||||
Balance at Jun. 30, 2019 | $ 2,000 | 229,964,000 | (30,776,000) | 29,523,000 | 228,713,000 | |||
Balance, shares at Jun. 30, 2019 | 23,317,975 | |||||||
Issuance of common stock for cash | 717,000 | 717,000 | ||||||
Issuance of common stock for cash, shares | 217,271 | |||||||
Issuance of common stock to original owners of Facebank AG | 8,250,000 | 3,582,000 | 11,832,000 | |||||
Issuance of common stock to original owners of Facebank AG, shares | 2,500,000 | |||||||
Issuance of common stock - subsidiary share exchange | 2,979,000 | (2,979,000) | ||||||
Issuance of common stock - subsidiary share exchange, shares | 856,354 | |||||||
Issuance of common stock for services rendered | 101,000 | 101,000 | ||||||
Issuance of common stock for services rendered, shares | 15,009 | |||||||
Issuance of common stock in connection with cancellation of a consulting agreement | 13,000 | 13,000 | ||||||
Issuance of common stock in connection with cancellation of a consulting agreement, shares | 2,000 | |||||||
Deemed dividend related to immediate accretion of redemption feature of convertible preferred stock | (379,000) | (379,000) | ||||||
Deemed dividend on Series D preferred stock | (6,000) | (6,000) | ||||||
Accrued Series D Preferred Stock dividends | (5,000) | (5,000) | ||||||
Net loss | (6,781,000) | (128,000) | (6,909,000) | |||||
Balance at Sep. 30, 2019 | $ 2,000 | 241,634,000 | (37,557,000) | 29,998,000 | 234,077,000 | |||
Balance, shares at Sep. 30, 2019 | 26,908,609 | |||||||
Balance at Dec. 31, 2019 | $ 3,000 | 257,002,000 | (56,123,000) | $ (770,000) | 22,602,000 | 222,714,000 | ||
Balance, shares at Dec. 31, 2019 | 28,912,500 | |||||||
Issuance of common stock for cash | 2,297,000 | 2,297,000 | ||||||
Issuance of common stock for cash, shares | 795,593 | |||||||
Issuance of common stock - subsidiary share exchange | 1,150,000 | (1,150,000) | ||||||
Issuance of common stock - subsidiary share exchange, shares | 1,552,070 | |||||||
Common stock issued in connection with note payable | 67,000 | 67,000 | ||||||
Common stock issued in connection with note payable, shares | 7,500 | |||||||
Stock based compensation | 10,061,000 | 10,061,000 | ||||||
Stock based compensation, shares | 1,040,000 | |||||||
Deemed dividend related to immediate accretion of redemption feature of convertible preferred stock | (171,000) | (171,000) | ||||||
Accrued Series D Preferred Stock dividends | (9,000) | (9,000) | ||||||
Deconsolidation of Nexway | 770,000 | (2,595,000) | (1,825,000) | |||||
Net loss | (55,470,000) | (873,000) | (56,343,000) | |||||
Balance at Mar. 31, 2020 | $ 3,000 | 270,397,000 | (111,593,000) | 17,984,000 | 176,791,000 | |||
Balance, shares at Mar. 31, 2020 | 32,307,663 | |||||||
Balance at Dec. 31, 2019 | $ 3,000 | 257,002,000 | (56,123,000) | (770,000) | 22,602,000 | 222,714,000 | ||
Balance, shares at Dec. 31, 2019 | 28,912,500 | |||||||
Issuance of common stock in connection with cancellation of a consulting agreement | ||||||||
Exercise of stock options | (226,740) | |||||||
Deemed dividend on Series D preferred stock | ||||||||
Net loss | (404,064,000) | |||||||
Balance at Sep. 30, 2020 | $ 566,124,000 | $ 5,000 | 385,030,000 | (458,632,000) | 16,410,000 | 508,937,000 | ||
Balance, shares at Sep. 30, 2020 | 32,324,362 | 47,531,170 | ||||||
Balance at Mar. 31, 2020 | $ 3,000 | 270,397,000 | (111,593,000) | 17,984,000 | 176,791,000 | |||
Balance, shares at Mar. 31, 2020 | 32,307,663 | |||||||
Issuance of common stock and warrants for cash | $ 1,000 | 478,000 | 479,000 | |||||
Issuance of common stock and warrants for cash, shares | 3,906,313 | |||||||
Issuance of common stock - subsidiary share exchange | 892,000 | (892,000) | ||||||
Issuance of common stock - subsidiary share exchange, shares | 1,201,749 | |||||||
Issuance of common stock in connection with cancellation of a consulting agreement | 192,000 | 192,000 | ||||||
Issuance of common stock in connection with cancellation of a consulting agreement, shares | 25,000 | |||||||
Right to receive Series AA Preferred Stock in connection with acquisition of fuboTV Pre-Merger | $ 566,124,000 | 566,124,000 | ||||||
Right to receive Series AA Preferred Stock in connection with acquisition of fuboTV Pre-Merger Pre-Merger, shares | 32,324,362 | |||||||
Settlement of share settled liability | 9,054,000 | 9,054,000 | ||||||
Settlement of share settled liability, shares | 900,000 | |||||||
Stock based compensation | 8,715,000 | 8,715,000 | ||||||
Stock based compensation, shares | 343,789 | |||||||
Deemed dividend related to immediate accretion of redemption feature of convertible preferred stock | 126,000 | 126,000 | ||||||
Accrued Series D Preferred Stock dividends | (8,000) | (8,000) | ||||||
Net loss | (72,922,000) | (682,000) | (73,604,000) | |||||
Balance at Jun. 30, 2020 | $ 566,124,000 | $ 4,000 | 289,720,000 | (184,389,000) | 16,410,000 | 687,869,000 | ||
Balance, shares at Jun. 30, 2020 | 32,324,362 | 38,684,514 | ||||||
Issuance of common stock for cash | 20,000,000 | 20,000,000 | ||||||
Issuance of common stock for cash, shares | 2,162,163 | |||||||
Issuance of common stock and warrants for cash | $ 1,000 | 42,619,000 | 42,620,000 | |||||
Issuance of common stock and warrants for cash, shares | 5,212,753 | |||||||
Issuance of common stock to original owners of Facebank AG | 12,395,000 | 12,395,000 | ||||||
Issuance of common stock to original owners of Facebank AG, shares | 1,200,000 | |||||||
Exercise of stock options | 324,000 | 324,000 | ||||||
Exercise of stock options, shares | 226,740 | |||||||
Common stock issued in connection with note payable | ||||||||
Common stock issued in connection with note payable, shares | 30,000 | |||||||
Reclassification of warrant liabilities | 13,535,000 | 13,535,000 | ||||||
Stock based compensation | 6,305,000 | 6,305,000 | ||||||
Stock based compensation, shares | 15,000 | |||||||
Deemed dividend related to immediate accretion of redemption feature of convertible preferred stock | 132,000 | (126,000) | 6,000 | |||||
Deemed dividend on Series D preferred stock | ||||||||
Net loss | (274,117,000) | (274,117,000) | ||||||
Balance at Sep. 30, 2020 | $ 566,124,000 | $ 5,000 | $ 385,030,000 | $ (458,632,000) | $ 16,410,000 | $ 508,937,000 | ||
Balance, shares at Sep. 30, 2020 | 32,324,362 | 47,531,170 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities | ||
Net loss | $ (404,064) | $ (13,141) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 34,050 | 15,589 |
Stock-based compensation | 24,081 | |
Impairment expense intangibles | 88,059 | |
Impairment expense goodwill | 148,622 | |
Issuance of common stock in connection with cancellation of a consulting agreement | 13 | |
Issuance of common stock for services rendered | 101 | |
Non-cash expense relating to issuance of warrants and common stock | 2,209 | |
Loss on deconsolidation of Nexway, net of cash retained by Nexway | 8,564 | |
Common stock issued in connection with note payable | 67 | |
Gain (loss) on extinguishment of debt | 9,827 | |
Loss on issuance of common stock and warrants | 13,507 | |
Gain on sale of assets | (7,631) | |
Amortization of debt discount | 12,271 | 501 |
Deferred income tax benefit | (20,589) | (3,234) |
Change in fair value of derivative liability | 426 | (1,017) |
Change in fair value of warrant liability | (9,143) | |
Change in fair value of subsidiary warrant liability | (3) | (4,432) |
Change in fair value of shares settled liability | 1,665 | |
Change in fair value of profit share liability | 148 | |
Unrealized gain on equity method investments | (2,614) | |
Amortization of right-of-use assets | 434 | 46 |
Accrued interest on note payable | 244 | 557 |
Foreign currency loss | 1,010 | |
Other adjustments | (56) | (636) |
Changes in operating assets and liabilities of business, net of acquisitions: | ||
Accounts receivable | (2,071) | 3,620 |
Prepaid expenses and other current assets | (10,558) | (100) |
Accounts payable | 7,881 | 2,819 |
Accrued expenses | (11,569) | 617 |
Due from related parties | 36,589 | |
Deferred revenue | 6,615 | |
Lease liability | (421) | (46) |
Net cash (used in) ) provided by operating activities | (72,450) | 1,257 |
Cash flows from investing activities | ||
Purchases of property and equipment | (103) | |
Advance to fuboTV Pre-Merger | (10,000) | |
Acquisition of fuboTV's Pre-Merger cash and cash equivalents and restricted cash | 9,373 | |
Sale of Facebank AG | (619) | |
Investment in Panda Productions (HK) Limited | (1,050) | |
Acquisition of FaceBank AG and Nexway, net of cash paid | 2,300 | |
Sale of profits interest in investment in Panda Productions (HK) Limited | 655 | |
Purchase of intangible assets | (250) | |
Payments for leasehold improvements | (9) | |
Lease security deposit | (21) | |
Net cash (used in) ) provided by investing activities | (1,349) | 1,625 |
Cash flows from financing activities | ||
Proceeds from sale of common stock and warrants | 97,142 | 2,916 |
Proceeds from exercise of stock options | 324 | |
Proceeds from issuance of convertible notes | 3,003 | 275 |
Repayments of convertible notes | (3,913) | (523) |
Proceeds from issuance of Series D preferred stock | 203 | 450 |
Redemption of Series D Preferred Stock | (883) | |
Proceeds from loans | 33,649 | |
Repayments of notes payable | (14,143) | |
Repayments of short term borrowings | (8,407) | |
Proceeds from sale of subsidiary's common stock | 65 | |
Repayments to related parties notes | 410 | |
Repayments of note payable related party | (333) | (259) |
Repayments to related parties | (328) | (351) |
Net cash provided by financing activities | 106,314 | 2,983 |
Net increase in cash and restricted cash | 32,515 | 5,865 |
Cash at beginning of period | 7,624 | 31 |
Cash and restricted cash at end of period | 40,139 | 5,896 |
Supplemental disclosure of cash flows information: | ||
Interest paid | 6,161 | 170 |
Income tax paid | ||
Non cash financing and investing activities: | ||
Issuance of convertible preferred stock for Merger | 566,124 | |
Reclass of shares settled liability for intangible asset to stock-based compensation | 1,000 | |
Settlement of share settled liability | 9,054 | |
Issuance of common stock to original owners of Facebank AG | 12,395 | |
Issaunce of common stock - subsidiary share exchange | 2,042 | |
Common stock issued in connection with note payable | 259 | |
Issuance of common stock upon acquisition of Facebank AG and Nexway | 8,250 | |
Accrued Series D Preferred Stock dividends | 17 | 5 |
Deemed dividend related to immediate accretion of redemption feature of convertible preferred stock | $ 171 | 379 |
Common stock issued for lease settlement | $ 130 |
Organization and Nature of Busi
Organization and Nature of Business | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Organization and Nature of Business | 1. Organization and Nature of Business Incorporation fuboTV Inc. (“fuboTV” or the “Company”) was incorporated under the laws of the State of Florida in February 2009 under the name York Entertainment, Inc. The Company changed its name to FaceBank Group, Inc. on September 30, 2019. On August 10, 2020, the Company changed its name to fuboTV Inc. and as of May 1, 2020, the Company’s trading symbol was changed to from “FBNK” to “FUBO.” Unless the context otherwise requires, “fuboTV,” “we,” “us,” “our,” and the “Company” refers to fuboTV and its subsidiaries on a consolidated basis, and “fuboTV Pre-Merger” refers to fuboTV Inc., a Delaware corporation, prior to the Merger, and “fuboTV Sub” refers to fuboTV Media Inc., a Delaware corporation, and the Company’s wholly-owned subsidiary following the Merger. “FaceBank Pre-Merger” refers to FaceBank Group, Inc. prior to the Merger and its subsidiaries prior to the closing of the Merger. Merger with fuboTV Pre-Merger On April 1, 2020 (the “Effective Time”), fuboTV Acquisition Corp., a Delaware corporation and FaceBank Pre-Merger’s wholly-owned subsidiary (“Merger Sub”) merged with and into fuboTV Pre-Merger, whereby fuboTV Pre-Merger 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 Pre-Merger (the “Merger Agreement” and such transaction, the “Merger”) (See Note 4). In accordance with the terms of the Merger Agreement, at the Effective Time of the Merger, all of the capital stock of fuboTV Pre-Merger was converted into shares of our newly-created class of Series AA Convertible Preferred Stock, par value $0.0001 per share (the “Series AA Preferred Stock”) (See Note 17). Each share of Series AA Convertible Preferred Stock is entitled to 0.8 votes per share and is convertible into two shares of our common stock, only in connection with the sale of such shares on an arms’-length basis either pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act or pursuant to an effective registration statement under the Securities Act. Prior to our uplist to the NYSE, the Series AA Convertible Preferred Stock benefited from certain protective provisions that, for example, required us to obtain the approval of a majority of the shares of outstanding Series AA Convertible Preferred Stock, voting as a separate class, before undertaking certain matters. Prior to the Merger, the Company was, and after the Merger continues to be, in part, a character-based virtual entertainment business and a developer of digital human likeness for celebrities, focused on applications in traditional entertainment, sports entertainment, live events, social networking, mixed reality (AR/VR) and artificial intelligence. As a result of the Merger, fuboTV Pre-Merger, a leading live TV streaming platform for sports, news, and entertainment, became a wholly-owned subsidiary of the Company. In connection with the Merger, on March 11, 2020, the Company and HLEE Finance S.a r.l. (“HLEE”) entered into a Credit Agreement, dated as of March 11, 2020, pursuant to which HLEE provided the Company with a $100.0 million revolving line of credit (the “Credit Facility”). The Credit Facility was secured by substantially all the assets of the Company. The Credit Facility was terminated on July 8, 2020. On March 19, 2020, the Company, Merger Sub, Evolution AI Corporation (“EAI”) and Pulse Evolution Corporation (“PEC” and collectively with EAI, Merger Sub and the Company, the “Initial Borrower”) and FB Loan Series I, LLC (“FB Loan”) entered into a Note Purchase Agreement (the “Note Purchase Agreement”), pursuant to which the Initial Borrower sold to FB Loan senior secured promissory notes in an aggregate principal amount of $10.1 million (the “Senior Notes”). The Company received proceeds of $7.4 million, net of an original issue discount of $2.7 million. In connection with the FB Loan, the Company, fuboTV Sub and certain of their respective subsidiaries granted a lien on substantially of their assets to secure the obligations under the Senior Notes. See Note 13 for more information about the Note Purchase Agreement. Prior to the Merger, fuboTV Pre-Merger and its subsidiaries were party to a Credit and Guaranty Agreement, dated as of April 6, 2018 (the “AMC Agreement”), with AMC Networks Ventures LLC as lender, administrative agent and collateral agent (“AMC Networks Ventures”). fuboTV Pre-Merger previously granted AMC Networks Ventures a lien on substantially all of its assets to secure its obligations thereunder. The AMC Agreement survived the Merger and, as of the Effective Time, there was $23.6 million outstanding under the AMC Agreement, net of debt issuance costs. In connection with the Merger, the Company guaranteed the obligations of fuboTV Pre-Merger under the AMC Agreement on an unsecured basis. The liens of AMC Networks Ventures on the assets of fuboTV Pre-Merger are senior to the liens in favor of FB Loan and FaceBank Pre-Merger securing the Senior Notes. Nature of Business after the Merger Prior to the Merger, the Company focused on developing its technology-driven IP in sports, movies and live performances. Since the acquisition of fuboTV Pre-Merger, we are principally focused on offering consumers a leading live TV streaming platform for sports, news and entertainment through fuboTV. The Company’s revenues are almost entirely derived from the sale of subscription services and the sale of advertisements in the United States. Our subscription-based streaming services are offered to consumers who can sign-up for accounts 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. The fuboTV platform provides a broad suite of unique features and personalization tools such as multi-channel viewing capabilities, favorites lists and a dynamic recommendation engine as well as 4K streaming and Cloud DVR offerings. |
Liquidity, Going Concern and Ma
Liquidity, Going Concern and Management Plans | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity, Going Concern and Management Plans | 2. Liquidity, Going Concern and Management Plans The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company 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. The Company had cash and cash equivalents of $38.9 million, a working capital deficiency of $189.1 million and an accumulated deficit of $458.6 million as of September 30, 2020. The Company incurred a $404.1 million net loss for the nine months ended September 30, 2020. Since inception, the Company’s operations have been financed primarily through the sale of equity and debt securities. The Company has incurred losses from operations and negative cash flows from operating activities since inception and expects to continue to incur substantial losses as it continues to fully ramp up its operating activities. While we expect to continue incurring losses in the foreseeable future, we successfully raised $183 million in October 2020, net of offering expenses, through a public offering of our common stock. The proceeds from this offering provide us with the necessary liquidity to continue as a going concern for at least one year from the date these financial statements are issued. In addition to the foregoing, the Company cannot predict the long-term impact on its development timelines, revenue levels and its liquidity due to the worldwide spread of COVID-19. Based upon the Company’s current assessment, it does not expect the impact of the COVID-19 pandemic to materially impact the Company’s operations. However, the Company is continuing to assess the impact the spread of COVID-19 may have on its operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Principles of Consolidation and Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts, as of September 30, 2020, of the Company, its wholly-owned subsidiaries and its 99.7%-owned operating subsidiary EAI, which, until the Merger, was the Company’s principal operating subsidiary; inactive subsidiaries York Production LLC and York Production II LLC; wholly-owned subsidiaries Facebank AG, StockAccess Holdings SAS (“SAH”) and FBNK Finance Sarl (“FBNK Finance”); its 70.0% ownership in Highlight Finance Corp. (“HFC”); and its 76% ownership in Pulse Evolution Corporation (“PEC”). Subsequent to the Merger, fuboTV Pre-Merger became our wholly owned subsidiary. All inter-company balances and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments and events in the current period such as the Nexway deconsolidation and acquisition of fuboTV Pre-Merger, considered necessary for a fair presentation of such interim results. The results for the unaudited condensed consolidated statement of operations are not necessarily indicative of results to be expected for the year ending December 31, 2020 or for any future interim period. The unaudited condensed consolidated balance sheet as at December 31, 2019 has been derived from the audited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2019 and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on May 29, 2020, as amended on Form 10-K/A filed with the SEC on August 11, 2020 along with the consolidated financial statements for fuboTV Pre-Merger for the year ended December 31, 2019 and notes thereto included on Form 8-K/A filed with the SEC on June 17, 2020. Reclassifications For the three and nine months ended September 30, 2019, the Company has reclassified certain prior year amounts on the face of the financial statements in order to conform to the current year presentation. These reclassifications had no effect on the Company’s consolidated financial position, results of operations, or liquidity. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management 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. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates. The significant estimates and assumptions include allocating the fair value of purchase consideration to assets acquired and liabilities assumed in business acquisitions, useful lives of property and equipment and intangible assets, recoverability of goodwill, long-lived assets, and investments, accruals for contingent liabilities, valuations of derivative liabilities, equity instruments issued in share-based payment arrangements and accounting for income taxes, including the valuation allowance on deferred tax assets. Significant Accounting Policies For a detailed discussion about the Company’s significant accounting policies, see the Company’s Annual Report on Form 10-K filed with the SEC on May 29, 2020, as amended on Form 10-K/A filed with the SEC on August 11, 2020. Segment and Reporting Unit Information Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. A committee consisting of the Company’s executives are determined to be the CODM. The CODM reviews financial information and makes resource allocation decisions between the fubo TV and Facebank pre-merger businesses. As such, the Company has two operating segments (fuboTV and Facebank) as of September 30, 2020. As of September 30, 2020, the Facebank operating segment had nominal operations. Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with remaining maturities at the date of purchase of three months or less to be cash equivalents, including balances held in the Company’s money market account. The Company also classifies amounts in transit from payment processors for customer credit card and debit card transactions as cash equivalents. Restricted cash primarily represents cash on deposit with financial institutions in support of a letter of credit outstanding in favor of the Company’s landlord for office space. The restricted cash balance has been excluded from the cash balance and is classified as restricted cash on the condensed consolidated balance sheets. The following table provides a reconciliation of cash, cash equivalents and restricted cash within the consolidated balance sheet that sum to the total of the same on the consolidated statement of cash flows: September 30, December 31, 2020 2019 Cash and cash equivalents $ 38,864 $ 7,624 Restricted cash 1,275 — Total cash, cash equivalents and restricted cash $ 40,139 $ 7,624 Certain Risks and Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of demand deposits. The Company maintains cash deposits with financial institutions that at times exceed applicable insurance limits. The majority of the Company’s software and computer systems utilizes data processing, storage capabilities and other services provided by Amazon Web Services, or AWS, which cannot be easily switched to another cloud service provider. As such, any disruption of the Company’s interference with AWS would adversely impact the Company’s operations and business. Fair Value of Financial Instruments The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurements. This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements, ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows: Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 — observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and Level 3 — assets and liabilities whose significant value drivers are unobservable. Accounts Receivable, net The Company records accounts receivable at the invoiced amount less an allowance for any potentially uncollectable accounts. The Company’s accounts receivable balance consists of amounts due from the sale of advertisements. In evaluating our ability to collect outstanding receivable balances, we consider many factors, including the age of the balance, collection history, and current economic trends. Bad debts are written off after all collection efforts have ceased. Based on the Company’s current and historical collection experience, management concluded that an allowance for doubtful accounts was not necessary as of September 30, 2020 or December 31, 2019. No individual customer accounted for more than 10% of revenue for the three and nine months ended September 30, 2020 and 2019. Four customers accounted for more than 10% of accounts receivable as of September 30, 2020. No customers accounted for more than 10% of accounts receivable as of December 31, 2019. Property and Equipment, net Property and equipment is stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are depreciated over the shorter of the lease term or the estimated useful life of the assets. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statements of operations and comprehensive loss in the period realized. Maintenance and repairs are expensed as incurred. Acquisitions and Business Combinations The Company allocates the fair value of purchase consideration issued in business combination transactions to the tangible assets acquired, liabilities assumed, and separately identified intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from: (a) acquired technology, (b) trademarks and trade names, and (c) customer relationships, useful lives, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. The allocation of the purchase consideration may remain preliminary as the Company gathers additional facts about the circumstances that existed as of the acquisition date during the measurement period. The measurement period shall not exceed one year from the acquisition date. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Revenue From Contracts With Customers The Company recognizes revenue from contracts with customers under ASC 606, Revenue from Contracts with Customers ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the company satisfies a performance obligation The Company generates revenue from the following sources: 1. Subscriptions – The Company sells various subscription plans through its website and third-party app stores. These subscription plans provide different levels of streamed content and functionality depending on the plan selected. Subscription fees are fixed and paid in advance by credit card on a monthly, quarterly or annual basis. A subscription customer executes a contract by agreeing to the Company’s terms of service. The Company considers the subscription contract legally enforceable once the customer has accepted terms of service and the Company has received credit card authorization from the customer’s credit card company. The terms of service allow customers to terminate the subscription at any time, however, in the event of termination, no prepaid subscription fees are refundable. The Company recognizes revenue when it satisfies a performance obligation by transferring control of the promised services to the customers, which is ratably over the subscription period. Upon the customer agreeing to the Company’s terms and conditions and authorization of the credit card, the customer simultaneously receives and consumes the benefits of the streamed content ratably throughout the term of the contract. Subscription services sold through third-party app stores are recorded gross in revenue with fees to the third-party app stores recorded in subscriber related expenses in the consolidated statement of operations. Management concluded that the customers are the end user of the subscription services sold by these third-party app stores. 2. Advertisements – The Company executes agreements with advertisers that want to display ads (“impressions”) within the streamed content. The Company enters into individual insertion orders (“IOs”) with advertisers, which specify the term of each ad campaign, the number of impressions to be delivered and the applicable rate to be charged. The Company invoices advertisers monthly for impressions actually delivered during the period. Each executed IO provides the terms and conditions agreed to in respect of each party’s obligations. The Company recognizes revenue at a point in time when it satisfies a performance obligation by transferring control of the promised services to the advertiser, which generally is when the advertisement has been displayed. 3. Software licenses, net – Revenue from the sale of software licenses are recognized as a single performance obligation at the point in time that the software license is delivered to the customer. The Company under its contracts is required to provide its customers with 30 days to return the license for a full refund, regardless of reason, and the Company will be provided a refund in full of its cost to sell the license. Therefore, for Nexway, the Company acts as an agent and recognizes revenue on a net basis. 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.(See Note 7) 4. Other – The Company has an annual contract to sub-license its rights to broadcast certain international sporting events to a third party. The Company recognizes revenue under this contract at a point in time when it satisfies a performance obligation by transferring control of the promised services to the third party, which generally is when the third party has access to the programming content. Subscriber Related Expenses Subscriber related expenses consist primarily of affiliate distribution rights and other distribution costs related to content streaming. The cost of affiliate distribution rights is generally incurred on a per subscriber basis and are recognized when the related programming is distributed to subscribers. The Company has certain arrangements whereby affiliate distribution rights are paid in advance or are subject to minimum guaranteed payments. An accrual is established when actual affiliate distribution costs are expected to fall short of the minimum guaranteed amounts. To the extent actual per subscriber fees do not exceed the minimum guaranteed amounts, the Company will expense the minimum guarantee in a manner reflective of the pattern of benefit provided by these subscriber related expenses, which approximates a straight-line basis over each minimum guarantee period within the arrangement. Subscriber related expenses also include credit card and payment processing fees for subscription revenue, customer service, certain employee compensation and benefits, cloud computing, streaming, and facility costs. The Company receives advertising spots from television networks for sale to advertisers as part of the affiliate distribution agreements. Broadcasting and Transmission Broadcasting and transmission expenses are charged to operations as incurred and 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. All sales and marketing costs are expensed as they are incurred. Advertising expense totaled $18.2 million and $22.7 million for the three and nine months ended September 30, 2020, respectively, and $0.1 million and $0.3 million in advertising expense was incurred for the three and nine months ended September 30, 2019, respectively. Technology and Development Technology and development expenses are charged to operations as incurred. 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. Net Loss Per Share Basic net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per common share excludes the potential impact of the Company’s convertible notes, convertible preferred stock, common stock options and warrants because their effect would be anti-dilutive. The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Basic loss per share: Net loss $ (274,117 ) $ (6,909 ) $ (404,064 ) $ (15,794 ) Less: net (loss) income attributable to non-controlling interest — (128 ) 1,555 2,653 Less: Deemed dividend - beneficial conversion feature on preferred stock — (6 ) — (6 ) Add: deemed dividend on Series D Preferred Stock — (379 ) — (379 ) Net loss attributable to common stockholders $ (274,117 ) $ (7,166 ) $ (402,509 ) $ (16,179 ) Shares used in computation: Weighted-average common shares outstanding 44,199,709 24,363,124 36,577,183 20,165,089 Basic and diluted loss per share $ (6.20 ) $ (0.29 ) $ (11.00 ) $ (0.80 ) The following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion would have been anti-dilutive: September 30, September 30, 2020 2019 Common stock purchase warrants 9,538,533 200,007 Series AA convertible preferred shares 64,648,724 - Series D convertible preferred shares - 455,233 Stock options 17,952,213 16,667 Convertible notes variable settlement feature - 609,491 Total 92,139,470 1,281,398 Recently Issued Accounting Standards In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses” In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company adopted this standard on January 1, 2020 and the adoption did not have a material impact on the condensed financial statements and related disclosures. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. This ASU is effective for annual reporting periods beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. This update permits the use of either the modified retrospective or fully retrospective method of transition. The Company is currently evaluating the impact this ASU will have on its condensed consolidated financial statements and related disclosures. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | 4. Acquisitions On April 1, 2020, we completed the Merger, as described in Note 1. In accordance with the terms of the Merger Agreement, all of the capital stock of fuboTV Pre-Merger was converted, at a stock exchange ratio of 1.82, into the right to receive 32,324,362 shares of Series AA Convertible Preferred Stock, a newly-created class of our Preferred Stock. Pursuant to the Series AA Certificate of Designation, each share of Series AA Convertible Preferred Stock is convertible into two shares of the Company’s common stock only in connection with the sale of such shares on an arms’-length basis either pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act or pursuant to an effective registration statement under the Securities Act. As of September 30, 2020, 31,611,147 shares of Series AA Convertible Preferred Stock were issued. In addition, each outstanding option to purchase shares of common stock of fuboTV Pre-Merger was assumed by FaceBank Pre-Merger and converted into options to acquire FaceBank Pre-Merger’s common stock at a stock exchange ratio of 3.64. In accordance with the terms of the Merger Agreement, the Company assumed 8,051,098 stock options issued and outstanding under the fuboTV Pre-Merger’s 2015 Equity Incentive Plan (the “2015 Plan”) with a weighted-average exercise price of $1.32 per share. From and after the Effective Time, such options may be exercised for shares of the Company’s common stock under the terms of the 2015 Plan. The preliminary purchase price for the merger was determined to be $576.1 million, which consists of (i) $530.1 million market value ($8.20 per share stock price of the Company as of April 1, 2020) of 64.6 million common shares, (ii) $36.0 million related to the fair value of outstanding options vested prior to the Merger and (iii) $10.0 million related to the effective settlement of a preexisting loan receivable from fuboTV Pre-Merger. No gain or loss was recognized on the settlement as the loan was effectively settled at the recorded amount. Transaction costs of $0.9 million were expensed as incurred. The Company accounted for the Merger as a business combination under the acquisition method of accounting. FaceBank Pre-Merger was determined to be the accounting acquirer based upon the terms of the Merger Agreement and other factors including: (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. The following table presents a preliminary allocation of the purchase price to the net assets acquired, inclusive of intangible assets, with the excess fair value recorded to goodwill. The goodwill, which is not deductible for tax purposes, is attributable to the assembled workforce of fuboTV Pre-Merger, planned growth in new markets, and synergies expected to be achieved from the combined operations of FaceBank Pre-Merger and fuboTV Pre-Merger. The goodwill established will be included within a new fuboTV reporting unit. These estimates are provisional in nature and adjustments may be recorded in future periods as appraisals and other valuation reviews are finalized. During the nine months ended September 30, 2020, the Company continued finalizing its valuations of the assets acquired and liabilities assumed in the April 1, 2020 acquisition of fuboTV based on new information obtained about facts and circumstances that existed as of the acquisition date. During the three months ended September 30, 2020, the Company recorded preliminary measurement period adjustments, mainly to reduce its acquisition date goodwill by approximately $65.3 million and the corresponding net deferred tax liability based on an estimate of the realizability of deferred tax assets acquired in the merger and the resulting impact on the Company’s valuation allowance of its deferred tax assets. The Company is continuing to gather information about the realizability of its deferred tax assets and this initial estimate may be subject to change during the measurement period. Any necessary adjustments will be finalized within one year from the date of acquisition (in thousands). Fair Value Assets acquired: Cash and cash equivalents $ 8,040 Accounts receivable 5,831 Prepaid expenses and other current assets 976 Property & equipment 2,042 Restricted cash 1,333 Other noncurrent assets 397 Operating leases - right-of-use assets 5,395 Intangible assets 243,612 Deferred tax assets 252 Goodwill 493,847 Total assets acquired $ 761,725 Liabilities assumed Accounts payable $ 51,687 Accounts payable – due to related parties 14,811 Accrued expenses and other current liabilities 50,249 Accrued expenses and other current liabilities – due to related parties 30,913 Long term borrowings - current portion 5,625 Operating lease liabilities 5,395 Deferred revenue 8,809 Long-term debt, net of issuance costs 18,125 Total liabilities assumed $ 185,614 Net assets acquired $ 576,111 The fair values of the intangible assets acquired were determined using the income and cost approaches. The fair value measurements were primarily based on significant inputs that are not observable in the market and thus represent Level 3 measurements as defined in ASC 820. The relief from royalty method was used to value the software and technology and tradenames. The relief from royalty method is an application of the income method and estimates fair value for an asset based on the expected cost to license a similar asset from a third-party. Projected cash flows are discounted at a required rate of return that reflects the relative risk of achieving the cash flow and the time value of money. The cost approach, which estimates value by determining the current cost of replacing an asset with another of equivalent economic utility, was used for customer relationships. The cost to replace a given asset reflects the estimated reproduction or replacement cost for these customer related assets. The estimated useful lives and fair value of the intangible assets acquired are as follows (in thousands): Estimated (in Years) Fair Value Software and technology 9 $ 181,737 Customer relationships 2 23,678 Tradenames 9 38,197 Total $ 243,612 The deferred tax assets represent the deferred tax impact associated with the differences in book and tax basis, including incremental differences created from the preliminary purchase price allocation and acquired net operating losses. Deferred taxes associated with estimated fair value adjustments reflect an estimated blended federal and state tax rate, net of tax effects on state valuation allowances. For balance sheet purposes, where U.S. tax rates were used, rates were based on recently enacted U.S. tax law. The effective tax rate of the combined company could be significantly different (either higher or lower) depending on post-merger activities, including cash needs, the geographical mix of income, and changes in tax law. This determination is preliminary and subject to change based upon the final determination of the fair value of the acquired assets and assumed liabilities of fuboTV Pre-Merger. For the nine month period ended September 30, 2020, our condensed consolidated statement of operations included $112.7 million of revenues and a net loss of $274.1 million, which included non-cash goodwill and intangible asset impairment charges of $236.7 million for the legacy Facebank reporting unit, a $20.6 million benefit for income taxes associated with the legacy Facebank reporting unit and a $7.6 million gain on the sale of Facebank AG. Net loss attributable to common stockholders for the nine months ended September 30, 2020 reflects $1.2 million of interest expense associated with a short-term loan issued in connection with the Merger. The following unaudited pro forma consolidated results of operations assume that the acquisition of fuboTV Pre-Merger was completed as of January 1, 2019 (in thousands, except per share data). Nine months ended September 30 2020 2019 Total revenues $ 163,716 $ 99,321 Net loss attributable to common stockholders $ (448,412 ) $ (164,303 ) Pro forma data may not be indicative of the results that would have been obtained had these events occurred at the beginning of the periods presented, nor is it intended to be a projection of future results. |
Revenue From Contracts With Cus
Revenue From Contracts With Customers | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue From Contracts With Customers | 5. Revenue from contracts with customers Disaggregated revenue The following table presents the Company’s revenues disaggregated into categories based on the nature of such revenues (in thousands): Three Months Ended September 30 Nine months ended September 30 2020 2019 2020 2019 Subscriptions $ 53,433 $ - $ 92,945 $ - Advertisements 7,520 - 11,843 - Software licenses, net – Nexway eCommerce Solutions - 5,834 7,295 5,834 Other 249 - 586 - Total revenue $ 61,202 $ 5,834 $ 112,669 $ 5,834 Contract balances There were no losses recognized related to any receivables arising from the Company’s contracts with customers for the three and nine months ended September 30, 2020 and 2019. For the three and nine months ended September 30, 2020 and 2019, the Company did not recognize material bad-debt expense and there were no material contract assets recorded on the accompanying condensed consolidated balance sheet as of September 30, 2020 and December 31, 2019. The contract liabilities primarily relate to upfront payments and consideration received from customers for subscription services. As of September 30, 2020, the Company’s contract liabilities totaled approximately $15.4 million and are recorded as deferred revenue on the accompanying condensed consolidated balance sheet. There were no contract liabilities recorded as of December 31, 2019. Transaction price allocated to remaining performance obligations The Company does not disclose the transaction price allocated to remaining performance obligations since subscription and advertising contracts have an original expected term of one year or less. |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 6. Property and equipment, net Property and equipment, net, is comprised of the following (in thousands): September 30, 2020 December 31, 2019 Furniture and fixtures $ 668 $ 335 Computer equipment 737 - Leasehold improvements 2,280 - 3,685 335 Less: Accumulated depreciation (1,845 ) Total property and equipment, net $ 1,840 $ 335 Depreciation expense totaled approximately $0.1 million for the three months ended September 30, 2020. Depreciation expense totaled approximately $0.3 million for the nine months ended September 30, 2020. There was no depreciation expense for the three and nine months ended September 30, 2019. |
FaceBank AG and Nexway - Assets
FaceBank AG and Nexway - Assets Held For Sale | 9 Months Ended |
Sep. 30, 2020 | |
Facebank Ag And Nexway - Assets Held For Sale | |
FaceBank AG and Nexway - Assets Held For Sale | 7. FaceBank AG and Nexway - Assets Held For Sale Through its ownership in FaceBank AG, the Company had an equity investment of 62.3% in Nexway AG (“Nexway”), which it acquired on September 16, 2019. The equity investment in Nexway was a controlling financial interest and the Company consolidated its investment in Nexway under ASC 810, Consolidation. On March 31, 2020, the Company relinquished 20% of the total Nexway shareholder votes associated with its investment, which reduced the Company’s voting interest in Nexway to 37.6%. As a result of the Company’s loss of control in Nexway, the Company deconsolidated Nexway as of March 31, 2020 as it no longer has a controlling financial interest. The deconsolidation of Nexway resulted in a loss of approximately $11.9 million calculated as follows (in thousands): Cash $ 5,776 Accounts receivable 9,831 Inventory 50 Prepaid expenses 164 Goodwill 51,168 Property and equipment, net 380 Right-of-use assets 3,594 Total assets $ 70,963 Less: Accounts payable 34,262 Accrued expenses 15,788 Lease liability 3,594 Deferred income taxes 1,161 Other liabilities 40 Total liabilities $ 54,845 Non-controlling interest 2,595 Foreign currency translation adjustment (770 ) Loss before fair value – investment in Nexway 14,293 Less: fair value of shares owned by the Company 2,374 Loss on deconsolidation of Nexway $ 11,919 The Company’s voting interest in Nexway was further diluted to 31.2% as a result of additional financing which the Company did not participate in. During the quarter ended September 30, 2020, the Company sold 100% of its ownership interest in Facebank AG and its investment in Nexway to the former owners and recognized a gain on sale of its investment of approximately $7.6 million, which is included as a gain on the sale of assets, a component of other income (expense) on the accompanying condensed consolidated statement of operations. The following table represents the net carrying value of the Company’s investment in Facebank AG and Nexway and the related gain on sale of its investment: Investment in Nexway $ 4,988 Financial assets at fair value 1,965 Goodwill 28,541 Total assets 35,494 Loan payable 56,140 Net carrying amount (20,646 ) Issuance of common stock to original owners of Facebank AG 12,395 Cash paid to former owners of Facebank AG 619 Gain on sale of investment in Facebank AG $ (7,631 ) |
Panda Interests
Panda Interests | 9 Months Ended |
Sep. 30, 2020 | |
Panda Interests | |
Panda Interests | 8. Panda Interests In March 2019, the Company entered into an agreement to finance and co-produce Broadway Asia’s theatrical production of DreamWorks’ Kung Fu Panda Spectacular Live at the Venetian Theatre in Macau (“Macau Show”). The Company determined the fair value of the profits interest sold to certain investors to be approximately $1.8 million as of the date of this transaction and $2.1 million and $2.0 million as of September 30, 2020 and December 31, 2019, respectively. The table below summarizes the Company’s profits interest since the date of the transaction (in thousands except for unit and per unit information): Panda units granted 26.2 Fair value per unit on grant date $ 67,690 Grant date fair value $ 1,773 Change in fair value of Panda interests 198 Fair value at December 31, 2019 $ 1,971 Change in fair value of Panda interests 148 Fair value at September 30, 2020 $ 2,119 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | 9. Intangible Assets and Goodwill The Facebank reporting unit was developed by the Company’s former CEO, John Textor. On July 31, 2020, Mr. Textor resigned as a member of the Board of Directors of the Company. Upon the Merger, Mr. Textor became Head of Studio of the Company and was to manage the legacy Facebank reporting unit, which included human animation and digital likeness technologies. Mr. Textor submitted his resignation as Head of Studio, which is effective October 30, 2020. As of September 30, 2020, Mr. Textor was not performing substantive services for the Company. Mr. Textor’s continuing involvement was integral for further development of the Facebank reporting unit, and therefore represents a triggering event to assess the carrying value of its goodwill and intangible assets underlying the Facebank reporting unit. The Company performed an impairment analysis of the Facebank goodwill and intangible assets and during the three and nine months ended September 30, 2020, the Company recorded an intangible asset impairment charge of approximately $88.1 million and goodwill impairment charge of $148.6 million. After these impairment charges the Facebank reporting unit had no allocated goodwill and intangible assets of $13.0 million. The following table represents the impairment charges recorded during the 3 rd Intangible assets $ 88,059 Goodwill $ 148,622 Total impairment expense $ 236,681 Intangible Assets The Company performed a valuation of its intangible assets of the Facebank reporting unit as of September 30, 2020. The Company determined that the carrying value of the intangible assets exceeded their fair value. During the three and nine months ended September 30, 2020, the Company recorded an impairment charge of approximately $88.1 million, which was approximately 88% of the carrying value at September 30, 2020. Based on the impairment analysis, it was determined that the useful lives of human animation technologies, trademark and tradenames, animation and visual effects technologies, and digital assets library were reduced from 7 years to 5 years. The table below summarizes the Company’s intangible assets at September 30, 2020 and December 31, 2019 (in thousands): Weighted September 30, 2020 Useful Remaining Intangible Intangible Accumulated Net Human animation technologies 5 5 $ 123,436 (79,884 ) (37,871 ) $ 5,681 Trademark and trade names 5 5 7,746 (3,903 ) (2,379 ) 1,464 Animation and visual effects technologies 5 5 6,016 (1,868 ) (1,848 ) 2,300 Digital asset library 5 5 7,536 (1,830 ) (2,185 ) 3,522 Intellectual Property 7 - 828 (574 ) (254 ) - Customer relationships 2 1.5 23,678 - (5,920 ) 17,758 fuboTV tradename 9 8.5 38,197 - (2,122 ) 36,075 Software and technology 9 8.5 181,737 - (10,097 ) 171,640 Total $ 389,174 $ (88,059 ) $ (62,676 ) $ 238,440 Weighted December 31, 2019 Useful Remaining Intangible Intangible Accumulated Net Human animation technologies 7 6 $ 123,436 $ — $ (24,646 ) $ 98,790 Trademark and trade names 7 6 9,432 (1,686 ) (1,549 ) 6,197 Animation and visual effects technologies 7 6 6,016 — (1,203 ) 4,813 Digital asset library 5-7 5.5 7,505 — (1,251 ) 6,254 Intellectual Property 7 6 3,258 (2,430 ) (236 ) 592 Customer relationships 11 11 4,482 (4,482 ) — — Total $ 154,129 $ (8,598 ) $ (28,885 ) $ 116,646 The Company recorded amortization expense of $14.3 million and $5.2 million during the three months ended September 30, 2020 and 2019, respectively, and $33.8 million and $15.5 million during the nine months ended September 30, 2020 and 2019, respectively. The estimated future amortization expense associated with intangible assets is as follows (in thousands): Future Amortization 2020 $ 9,731 2021 38,922 2022 30,043 2023 27,084 2024 27,010 Thereafter 105,650 Total $ 238,440 Goodwill Using the guidance of ASC 350-20 - Goodwill The following table is a summary of the changes to goodwill for the three and nine months ended September 30, 2020 (in thousands): Balance - December 31, 2019 $ 227,763 Deconsolidation of Nexway (51,168 ) Balance - March 31, 2020 $ 176,595 Acquisition of fuboTV 562,908 Less: transfer to asset held for sale (28,541 ) Balance - June 30, 2020 $ 710,962 Impairment expense (148,622 ) Measurement period adjustment on the fuboTV acquisition (68,493 ) Balance - September 30, 2020 $ 493,847 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 9 Months Ended |
Sep. 30, 2020 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | 10. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses are presented below (in thousands): September 30, December 31, 2020 2019 Suppliers - $ 37,508 Affiliate fees 38,127 - Broadcasting and transmission 18,726 - Selling and marketing 13,998 - Payroll taxes (in arrears) 50 1,308 Accrued compensation 2,887 3,649 Legal and professional fees 4,472 3,936 Accrued litigation loss - 524 Taxes (including value added) 9,774 5,953 Subscriber related 2,660 - Other 8,348 3,897 Total $ 99,042 $ 56,775 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes The Company recorded income tax benefits associated with the amortization of intangible assets of $16.1 million and $1.0 million during the three months ended September 30, 2020 and 2019, respectively, and $20.6 million and $3.2 million during the nine months ended September 30, 2020 and 2019, respectively. The Company’s current provision for income taxes consists of state and foreign income taxes and is immaterial in all periods presented. The Company regularly evaluates the realizability of its deferred tax assets and establishes a valuation allowance if it is more likely than not that some or all the deferred tax assets will not be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, loss carryback and tax-planning strategies. Generally, more weight is given to objectively verifiable evidence, such as the cumulative loss in recent years, as a significant piece of negative evidence to overcome. At September 30, 2020 and December 31, 2019, the Company continued to maintain that the realization of its deferred tax assets has not achieved a more likely than not threshold therefore, the net deferred tax assets have been fully offset by a valuation allowance. The following is a rollforward of the Company’s deferred tax liability from January 1, 2020 to September 30, 2020 (in thousands): Balance at December 31, 2019 $ 30,879 Income tax benefit (associated with the amortization of intangible assets) (1,038 ) Deconsolidation of Nexway (1,162 ) Balance at March 31, 2020 $ 28,679 Acquisition of fuboTV Pre-Merger 65,613 Income tax benefit (associated with the amortization of intangible assets) (3,498 ) Balance at June 30, 2020 $ 90,794 Income tax benefit (associated with the amortization of intangible assets) (16,071 ) Measurement period adjustment (65,295 ) Balance at September 30, 2020 $ 9,428 |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Parties | 12. Related Parties The following table represents amounts due to related parties as of September 30, 2020 and December 31, 2019 consist of the following (in thousands): September 30, December 31, 2020 2019 Affiliate fees $ 85,116 $ - Alexander Bafer, former Executive Chairman 458 20 John Textor, former Chief Executive Officer and affiliated companies 264 592 Other 9 53 Total $ 85,847 $ 665 The Company has entered into affiliate distribution agreements with CBS Corporation and related entities, New Univision Enterprises, LLC, AMC Network Ventures, LLC, Viacom International, Inc. and Discovery, Inc. and related entities which are holders of the Company’s convertible preferred stock. AMC Networks Ventures, LLC is also the lender to the senior secured loan (see Note 13). The aggregate affiliate distribution fees recorded to subscriber related expenses for related parties were $37.0 million and $60.1 million for the three and nine months ended September 30, 2020, respectively. There were no affiliate distribution fees for the three and nine months ended September 30, 2019. On July 31, 2020, Alexander Bafer resigned as a member of the Company’s Board of Directors and as an executive officer of the Company. On July 31, 2020, John Textor resigned as a member of the Board of Directors of the Company. The amounts due to Mr. Textor represent an unpaid compensation liability assumed in the acquisition of EAI. The amounts due to other related parties also represent financing obligations assumed in the acquisition of EAI. During the year ended December 31, 2019, the Company received a $300,000 advance (the “FaceBank Advance”) from FaceBank, Inc., a development stage company controlled by Mr. Textor. During the quarter ended March 31, 2020, the Company repaid the FaceBank Advance in full to FaceBank, Inc. No further amounts are due and payable by the Company under the FaceBank Advance. Notes Payable – Related Parties On August 8, 2018, the Company assumed a $172,000 note payable due to a relative of the then-Chief Executive Officer, John Textor. The note had a three-month roll-over provision, and different maturity and repayment amounts if not fully paid by its due date. The note bears interest at 18% per annum. The Company had accrued default interest for the additional liability in excess of the principal amount. Accrued interest and penalties as of December 31, 2019 was approximately $0.3 million, and was recognized as note payable – related parties on the accompanying condensed consolidated balance sheet. On August 3, 2020, the note maturity date was extended to December 31, 2020 and is no longer in default. On September 13, 2020, the note was amended to reduce the interest rate to 4% per annum retroactive to issuance date of the note. As of September 30, 2020 the principal balance and accrued interest totaled approximately $35,000. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2020 | |
Notes Payable [Abstract] | |
Notes Payable | 13. Notes Payable Senior Secured Loan In April 2018, fuboTV pre-Merger entered into a senior secured term loan with AMC Networks Ventures, LLC (the “Term Loan”) with a principal amount of $25.0 million, bearing interest equal to LIBOR (London Interbank Offered Rate) plus 5.25% per annum and with scheduled principal payments beginning in 2020. The Company recorded this loan at its fair value of $23.8 million in connection with its acquisition of fuboTV Pre-Merger on April 1, 2020. The Company has made principal repayments of $2.5 million during the nine months ended September 30, 2020. As of September 30, 2020, the outstanding balance of the Term Loan is $22.5 million and is included in short-term and long-term borrowings on the accompanying condensed consolidated balance sheet. The Term Loan matures on April 6, 2023, has certain financial covenants and requires the Company to maintain a certain minimum subscriber level. The Company was in compliance with all covenants at September 30, 2020. Evolution AI Corporation The Company has recognized, through the accounting consolidation of EAI, a $2.7 million note payable bearing interest at the rate of 10% per annum that was due on October 1, 2018 (“EAI Note”). The cumulative accrued interest on the EAI Note amounts to $1.6 million. The EAI Note is currently in a default condition due to non-payment of principal and interest. The EAI Note relates to the acquisition of technology from parties who, as a result of the acquisition of EAI, own 15,000,000 shares of the Company’s common stock (after the conversion of 1,000,0000 shares of Series X Convertible Preferred Stock during the year ended December 31, 2019). The holders of the EAI Note have agreed not to declare the EAI Note in default and to forbear from exercising remedies which would otherwise be available in the event of a default, while the EAI Note continues to accrue interest. The Company is currently in negotiation with such holders to resolve the matter and the outstanding balance as of September 30, 2020, including interest and penalties, is $4.4 million. The balance of $4.4 million is included in notes payable, net of discount on the accompanying condensed consolidated balance sheet. FBNK Finance SarL On February 17, 2020, FBNK Finance issued EUR 50.0 million of bonds (or $56.1 million). There were 5,000 notes with a nominal value EUR 10,000 per note. The bonds were issued at par with 100% redemption price. The maturity date of the bonds is February 15, 2023 and the bonds have a 4.5% annual fixed rate of interest. Interest is payable semi-annually on August 15 and February 15. The majority of the proceeds was used for the redemption of the bonds issued by SAH, HFC and Nexway SAS. The bonds are unconditional and unsubordinated obligations of FBNK Finance. As part of this transaction, the Company recorded a loss of $11.1 million during the nine months ended September 30, 2020 which was recorded as loss extinguishment of debt on the accompanying condensed consolidated statement of operations. During the nine months ended September 30, 2020, the Company recorded a $1.0 million foreign exchange loss upon remeasurement to USD. During the quarter ended September 30, 2020, the Company sold its investment in FaceBank AG and Nexway and derecognized the carrying value of the bonds of $56.1 million (see Note 7). Credit and Security Agreement As described in Note 1, on March 11, 2020, the Company and HLEEF entered into the Credit Facility with HLEEF. The Credit Facility is secured by substantially all the assets of the Company. As of September 30, 2020, there were no amounts outstanding under the Credit Facility. On July 8, 2020, the Company entered into a Termination and Release Agreement with HLEE Finance to terminate the Credit Agreement. The Company did not draw down on the Credit Agreement during its term. Note Purchase Agreement As described in Note 1, on March 19, 2020, the Company and the other parties thereto entered into the Note Purchase Agreement, pursuant to which the Company sold to FB Loan the Senior Notes. In connection with the Company’s acquisition of fuboTV Pre-Merger, the proceeds of $7.4 million, net of an original issue discount of $2.7 million, were used to fund the advance to fuboTV Pre-Merger. Each Borrower’s obligations under the Senior Notes are secured by substantially all of the assets of each such Borrower pursuant to a Security Agreement, dated as of March 19, 2020, by and among Borrower and FB Loan (the “Security Agreement”). The Note Purchase Agreement contains customary affirmative and negative covenants, including covenants limiting the ability of the Borrower and its subsidiaries to, among other things, incur debt, grant liens, make certain restricted payments, make certain loans and other investments, undertake certain fundamental changes, enter into restrictive agreements, dispose of assets, and enter into transactions with affiliates, in each case, subject to limitations and exceptions set forth in the Note Purchase Agreement. The Note Purchase Agreement also contains customary events of default that include, among other things, certain payment defaults, cross defaults to other material obligations, covenant defaults, change of control defaults, judgment defaults, and bankruptcy and insolvency defaults. If an event of default exists, the lenders may require the immediate payment of all obligations under the Note Purchase Agreement, and may exercise certain other rights and remedies provided for under the Note Purchase Agreement, the Security Agreement, the other loan documents and applicable law. Interest on the Senior Notes shall accrue until full and final repayment of the principal amount of the Senior Note at a rate of 17.39% per annum. On the first business day of each calendar month in which the Senior Note is outstanding, beginning on April 1, 2020, Borrower shall pay in arrears in cash to FB Loan accrued interest on the outstanding principal amount of the Senior Note. The maturity date of the Senior Notes is the earlier to occur of (i) July 8, 2020 and (ii) the date the Borrower receives the proceeds of any financing. The Borrower may prepay or redeem the Senior Note in whole or in part without penalty or premium. In connection with the Note Purchase Agreement, the Company issued FB Loan a warrant to purchase 3,269,231 shares of its common stock at an exercise price of $5.00 per share (the “FB Loan Warrant”) and 900,000 shares of its common stock. The fair value of the warrant on the Senior Notes issuance date was approximately $15.6 million and is recorded as a warrant liability in the accompanying condensed consolidated balance sheet with subsequent changes in fair value recognized in earnings each reporting period (see Note 14). The fair value of the 900,000 common stock issued was based upon the closing price of the Company’s common stock as of March 19, 2020 (or $8.15 per share or $7.3 million). Since the fair value of the warrants and common stock exceeded the principal balance of the Senior Notes, the Company recorded a loss on issuance of the Senior Notes totaling $12.9 million and is reflected in the accompanying condensed consolidated statement of operations. The 900,000 shares were valued at $8.15 per share at March 19, 2020 and $7.5 million set forth on the balance sheet for shares settled payable for note payable reflects the fair value of 900,000 shares to be issued at $8.35 per share as of March 31, 2020. On April 28, 2020, these shares were issued at $10.00 per share. The Company recorded a change in fair value of shares settled payable of approximately $1.7 million during the nine months ended September 30, 2020, respectively. Pursuant to the Note Purchase Agreement, the Borrower agreed, among other things that (i) the Company shall file a registration statement with the Commission regarding the purchase and sale of 900,000 shares of the Company’s common stock issued to FB Loan in connection with the Note Purchase Agreement (the “Shares”) and any shares of capital stock issuable upon exercise of the FB Loan Warrant (the “Warrant Shares)”); and (ii) the Company shall have filed an application to list the Company’s Common Stock for trading on the NASDAQ exchange, on or before the date that is thirty (30) days following the closing date of the Note Purchase Agreement. Refer to the Amendments to the Note Purchase Agreements Amendments to the Note Purchase Agreement On April 21, 2020, the Company and the other parties to the Note Purchase Agreement entered into an Amendment to the Note Purchase Agreement to (i) extend the deadline for registration of the resale of the Shares and the Warrant Shares to May 25, 2020 and (ii) provide that in lieu of the obligation under the Note Purchase Agreement to apply to list on NASDAQ within thirty (30) days of March 19, 2020, the Company shall have initiated the process to list its capital stock on a national exchange on or before the date that is thirty (30) days following March 19, 2020. The Company has initiated this process. Subsequently, on May 28, 2020, the Company and the other parties to the Note Purchase Agreement entered into a Consent and Second Amendment to the Note Purchase Agreement (the “Second Amendment”), pursuant to which, among other things, FB Loan agreed to extend the deadline for registration for of the Shares and the Warrant Shares for resale to July 1, 2020. In addition: (i) FB Loan consented to the May 11, 2020 sale by the Company of capital stock for aggregate consideration in the amount of $7.5 million; and (ii) the provision requiring that following receipt by any loan party or any subsidiary of proceeds of any financing, the Borrower must prepay the Senior Note in an amount equal to 100% of the cash proceeds of such financing, was removed. On July 1, 2020, the Company and the other parties to the Note Purchase Agreement entered into a Third Amendment to Note Purchase Agreement (the “Third Amendment”), pursuant to which (i) the deadline for registration of the Shares and the Warrant Shares for resale was extended to July 8, 2020 and (ii) the deadline for the redemption of the Senior Notes by the Borrower was amended to be the earlier to occur of (y) July 8, 2020 and (z) the date the Borrower receives the proceeds of any financing. On August 3, 2020, pursuant to the Fourth Amendment to the Note Purchase Agreement (the “Fourth Amendment”), the Company agreed (i) to file a registration statement on Form S-1 (the “Registration Statement”) prior to August 7, 2020 that shall include the Shares, (ii) that within 91 days after the effective date of the Registration Statement, the Company shall file a registration statement with the Commission registering the Shares and the Warrant Shares, and (iii) that the Company shall have been approved to list its capital stock on a national exchange prior to the effective date of the Registration Statement. On July 3, 2020, the Company repaid $10.1 million related to the Note Purchase Agreement. Paycheck Protection Program Loan On April 21, 2020, the Company entered into a Promissory Note (the “PPP Note”) with JPMorgan Chase Bank, N.A. as the lender (the “Lender”), pursuant to which the Lender agreed to make a loan to the Company under the Paycheck Protection Program (the “PPP Loan”) offered by the U.S. Small Business Administration (the “SBA”) in a principal amount of $4.7 million pursuant to Title 1 of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The PPP Loan proceeds are available to be used to pay for payroll costs, including salaries, commissions, and similar compensation, group health care benefits, and paid leaves; rent; utilities; and interest on certain other outstanding debt. The Loan is subject to forgiveness to the extent proceeds are used for payroll costs, including payments required to continue group health care benefits, and certain rent, utility, and mortgage interest expenses (collectively, “Qualifying Expenses”), pursuant to the terms and limitations of the PPP. The Company used the Loan amount for Qualifying Expenses. However, no assurance is provided that the Company will obtain forgiveness of the Loan in whole or in part. The interest rate on the PPP Note is a fixed rate of 1% per annum. To the extent that the amounts owed under the PPP Loan, or a portion of them, are not forgiven, the Company will be required to make principal and interest payments in monthly installments beginning seven months from April 2020. The PPP Note matures in two years. The PPP Note includes events of default. Upon the occurrence of an event of default, the Lender will have the right to exercise remedies against the Company, including the right to require immediate payment of all amounts due under the PPP Note. The Company has recorded the principal balance of $4.7 million as $1.9 million of long-term borrowings and $2.8 million as long-term borrowings– current portion on the accompanying condensed consolidated balance sheet. Revenue Participation Agreement On May 15, 2020, the Company entered into a revenue participation agreement with Fundigo, LLC for $10.0 million (the “Purchase Price”). The Company received net proceeds of $9.5 million, net of an original issue discount of $0.5 million, in exchange for participation in all of the Company’s future accounts, contract rights, and other obligations arising from or relating to the payment of monies from the Company’s customers and/or third party payors (the “Revenues”), until an amount equal to 145% of the Purchase Price, or $14.5 million (the “Revenue Purchased Amount”). The repayment amount is reduced under the following circumstances. (i) If the Company pays $12.0 million of the Revenue Purchased Amount to Fundigo LLC before June 15, 2020, such payments shall constitute payment in full of the Revenue Purchased Amounts and no additional debits will be made. (ii) If the Company pays $13.0 million of the Revenue Purchased Amount to Fundigo LLC before July 4, 2020, such payments shall constitute payment in full of the Revenue Purchased Amounts and no additional debits will be made. The Company accounted for this agreement as a loan and as of September 30, 2020 the loan was repaid in full. Interest expense incurred on the loan was $3.1 million for the nine months ending September 30, 2020. Century Venture On May 15, 2020, the Company entered into a loan agreement (the “Loan”) with Century Venture, SA, receiving proceeds of $1.6 million to use for working capital and general corporate purposes. The Loan will bear interest at a rate of 8% per annum, payable in arrears on the 15th day of each month. In the event the Company fails to make a payment within ten (10) days after the due date, the Company shall pay interest on any overdue payment at the highest rate allowed by applicable law. All remaining unpaid principal together with interest accrued and unpaid shall be due and payable upon the earlier of (a) completion of any debt or equity financing of the Company, which results in proceeds of at least $50 million, or (b) May 14, 2021. As of September 30, 2020 the principal balance and accrued interest is approximately $1.6 million. On September 30, 2020, following negotiations with Century Venture, SA, the Company agreed to repay the Loan in full (inclusive of any interest, fees and penalties) owed under the Credit Agreement. The Company paid $1.6 million on October 2, 2020, the Credit Agreement and related Loan were automatically terminated. Credit Agreement On July 16, 2020, we entered into a Credit Agreement (the “Access Road Credit Agreement”) with Access Road Capital LLC (the “Lender”). Pursuant to the terms of the Access Road Credit Agreement, the Lender extended a term loan (the “Loan”) to us with a principal amount of $10.0 million. The Loan bears interest at a fixed rate of 13.0% per annum and matures on July 16, 2023. The Company repaid the loan in full on October 2, 2020. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 14. Fair Value Measurements The Company holds investments in equity securities and limited partnership interests, which are accounted for at fair value and classified within financial assets at fair value on the condensed consolidated balance sheet, with changes in fair value recognized as investment gain / loss in the condensed consolidated statements of operations. The Company also held an investment in Nexway common stock that was publicly traded on the Frankfurt Exchange. Additionally, the Company’s convertible notes, derivatives and warrants were classified as liabilities and measured at fair value on the issuance date, with changes in fair value recognized as other income (expense) in the condensed consolidated statements of operations. The following table classifies the Company’s assets and liabilities measured at fair value on a recurring basis into the fair value hierarchy as of September 30, 2020 and December 31, 2019 (in thousands): Fair valued measured at September 30, 2020 Quoted prices Significant Significant Financial Liabilities at Fair Value: Profits interest sold - - 2,119 Warrant liability - Subsidiary - - 21 Warrant liability - - 28,065 Total Financial Liabilities at Fair Value $ - $ - $ 30,205 December 31, 2019 Total Level 1 Level 2 Level 3 Financial Assets at Fair Value: Financial assets at fair value $ 1,965 $ — $ 1,965 $ — Total $ 1,965 $ — $ 1,965 $ — Financial Liabilities at Fair Value: Convertible notes $ 1,203 $ — $ — $ 1,203 Profit share liability 1,971 — — 1,971 Derivative liability 376 — — 376 Warrant liability - subsidiary 24 — — 24 Total $ 3,574 $ — $ — $ 3,574 Derivative Financial Instruments The following table presents changes in Level 3 liabilities measured at fair value (in thousands) for the three and nine months ended September 30, 2020. Unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Derivative - Warrants Profits Warrant Embedded Fair value at December 31, 2019 $ 1,203 $ 24 $ 1,971 $ - $ 376 Change in fair value (206 ) (3 ) 148 (9,143 ) (220 ) Additions 3,583 - - 50,743 172 Redemption (4,580 ) - - - (328 ) Reclassification of warrant liabilities - - - (13,535 ) - Fair value at September 30, 2020 $ - $ 21 $ 2,119 $ 28,065 $ - Profit Share Liability Warrant Liabilities On September 25, 2020, the Company repaid all of its variable convertible notes. As a result of this repayment, the Company is no longer subject to a sequencing policy and therefore reclassified $13.5 million of warrant liabilities to additional paid in capital. FB Loan Warrant In connection with its Note Purchase Agreement (see Note 13), the Company issued the FB Loan Warrant and utilized the Black-Scholes pricing model. The warrant liability was recorded at the date of grant at fair value. Subsequent changes in fair value for the three and nine months ended September 30, 2020 was $0.1 million and $5.5 million, respectively and was recorded as other expense in the condensed consolidated statement of operations. On September 30, 2020 the Company entered into the first amendment to the warrant which amended the warrant strike price from $5.00 to $2.75. The significant assumptions used in the valuation are as follows: September 30, 2020 Fair value of underlying common shares $ 9.00 Exercise price $ 2.75 Expected dividend yield — % Expected volatility 50.7 % Risk free rate 0.22 % Expected term (years) 4.46 Purchase Agreements with Investors Between May 11, 2020 and June 8, 2020, the Company entered into Purchase Agreements with certain investors (the “Investors”), pursuant to which the Company sold an aggregate of 3,735,922 shares (the “Purchased Shares”) of the Company’s common stock and issued 3,735,922 warrants to the Investors. See Note 17. Absent the Company’s sequencing policy as disclosed in the Company’s Annual Report on Form 10-K/A filed with the SEC on August 10, 2020, the Company would have recorded these warrants as equity classified. The aggregate warrant liabilities were recorded at the respective date of grant at fair value using a Monte Carlo simulation model. Subsequent changes in fair value for the three and nine months ended September 30, 2020 were $4.4 million and $14.8 million, respectively, and were recorded as change in fair value of warrant liabilities in the condensed consolidated statement of operations. The Company used a Monte Carlo simulation model to estimate the fair value of the warrant liability at September 30, 2020: September 30, 2020 Fair value of underlying common shares $ 9.00 Exercise price $ 7.00 Expected dividend yield — % Expected volatility 73.6 – 74.3 % Risk free rate 0.12 % Expected term (years) 1.12 – 1.19 As of September 30, 2020, the Company reclassified the fair value of $12.0 million of warrant liabilities to additional paid-in capital. Between August 20, 2020 and September 29, 2020, the Company entered into Purchase Agreements Investors, with certain investors (the “Investors”), pursuant to which the Company sold an aggregate of 1,843,726 shares (the “Purchased Shares”) of the Company’s common stock and issued 1,843,726 warrants to the Investors. See Note 17. The was aggregate warrant liabilities were recorded at the date of grant at fair value of $5.5 million using a Monte Carlo simulation model. Subsequent changes in fair value for the three and nine months ended September 30, 2020 were $1.3 million for each period, respectively, and were recorded as change in fair value of warrant liabilities in the condensed consolidated statement of operations. The Company used a Monte Carlo simulation model to estimate the fair value of the warrant liability at September 30, 2020: September 30, 2020 Fair value of underlying common shares $ 9.00 Exercise price $ 9.25 Expected dividend yield — % Expected volatility 69.7 – 71.2 - % Risk free rate 0.12 % Expected term (years) 1.39 – 1.49 ARETE Wealth Management On May 25, 2020, the Company issued to ARETE Wealth Management a warrant to purchase 275,000 shares of the Company’s common stock for investment services. Absent the Company’s sequencing policy as disclosed in the Company’s Annual Report on Form 10-K/A filed with the SEC on August 10, 2020, the Company would have recorded these warrants as equity classified. The warrant liability was recorded at the date of grant at fair value. Subsequent changes in fair value for the three and nine months ended September 30, 2020 was $0.4 million and $0.7 million, respectively and was recorded as change in fair value of warrant liabilities in the condensed consolidated statement of operations. The significant assumptions used in the valuation are as follows: September 30, 2020 Fair value of underlying common shares $ 9.00 Exercise price $ 5.00 Expected dividend yield — % Expected volatility 60.0 % Risk free rate 0.27 % Expected term (years) 4.6 As of September 30, 2020, the Company reclassified the fair value of $1.5 million of warrant liabilities to additional paid-in capital. Convertible Notes On April 1, 2020, the Company issued 142,118 common stock warrants in connection with a $1.1 million convertible note. The warrant was recorded as a warrant liability utilizing the Black-Scholes pricing model. The warrant liability was recorded at the date of grant at fair value. Subsequent changes in fair value for the three and nine months ended September 30, 2020 was $1.5 million and $1.8 million, respectively, and was recorded as change in fair value of warrant liability in the condensed consolidated statement of operations. On September 29, 2020, the Company entered into an amendment related to the common stock warrants and issued an additional 217,357 warrants. |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | 15. Convertible Notes Payable As of September 30, 2020 there were no convertible notes outstanding, and as of December 31, 2019, convertible notes outstanding totaled $1.4 million. During the three and nine months ended September 30, 2020, the Company repaid $2.8 million and $3.9 million of principal balances, and approximately $0.9 million of related interest expense and prepayment penalties owed on its convertible notes. |
Temporary Equity
Temporary Equity | 9 Months Ended |
Sep. 30, 2020 | |
Temporary Equity [Abstract] | |
Temporary Equity | 16. Temporary Equity Series D Convertible Preferred Stock On March 6, 2020, the Company (i) entered into a stock purchase agreement to issue 203,000 shares of its Series D Preferred Stock, for proceeds of $203,000 and (ii) during the nine months ended September 30, 2020 the Company redeemed 682,000 shares of Series D Preferred Stock in exchange for approximately $0.9 million. The following table summarizes the Company’s Series D Preferred Stock activities for the three and nine months ended September 30, 2020 (dollars in thousands): Series D Preferred Stock Shares Amount Total temporary equity as of December 31, 2019 461,839 $ 462 Issuance of Series D convertible preferred stock for cash 203,000 203 Offering cost related to issuance of Series D convertible preferred stock - (3 ) Deemed dividends related to immediate accretion of offering cost - 3 Accrued Series D preferred stock dividends 17,198 17 Bifurcated redemption feature of Series D convertible preferred stock - (171 ) Deemed dividends related to immediate accretion of bifurcated redemption feature of Series D convertible preferred stock - 171 Redemption of Series D preferred stock (including accrued dividends) (682,037 ) (682 ) Total temporary equity as of September 30, 2020 - $ - The redemption of the 659,000 shares of Series D Preferred Stock (amounts in thousands except share and per share values): Series D preferred stock issued 659,000 Per share value $ 1.00 Series D preferred stock value $ 659 Accrued dividends $ 23 Total Series D preferred stock $ 682 Redemption percentage $ 1.29 Total redemption $ 880 Holders of shares of the Series D Preferred Stock were entitled to receive, cumulative cash dividends at the rate of 8% on $1.00 per share of the Series D Preferred Stock per annum (equivalent to $0.08 per annum per share), subject to adjustment. The dividends were payable solely upon redemption, liquidation or conversion. The Series D Preferred Stock was classified as temporary equity because it had redemption features that were outside of the Company’s control upon certain triggering events, such as a Market Event. A “Market Event” is defined as any trading day during the period which shares of the Series D Preferred Stock are issued and outstanding, where the trading price for such date is less than $0.35. In the event of a Market Event, the Series D Preferred Stock shall be subject to mandatory redemption and the stated value shall immediately be increased to $1.29 per share of Series D Preferred Stock. The Market Event was considered to be outside the control of the Company, resulting in classification of the Series D Preferred Stock as temporary equity. The initial discounted carrying value resulted in recognition of a bifurcated redemption feature of $0.2 million, further reducing the initial carrying value of the shares of Series D Preferred Stock. The discount to the aggregate stated value of the shares of Series A Convertible Preferred Stock, resulting from recognition of the bifurcated redemption feature was immediately accreted as a reduction of additional paid-in capital and an increase in the carrying value of the Series D Shares. The accretion is presented in the condensed consolidated statement of operations as a deemed dividend, increasing net loss to arrive at net loss attributable to common stockholders. As of September 30, 2020, all of the shares of Series D Preferred Stock have been redeemed by the Company and there will be no future issuances. |
Stockholders' Equity_ (Deficit)
Stockholders' Equity/ (Deficit) | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Stockholders' Equity/ (Deficit) | 17. Stockholders’ Equity/ (Deficit) Preferred Stock Designations On March 20, 2020, FaceBank Pre-Merger amended its Articles of Incorporation to withdraw, cancel and terminate the previously-filed (i) Certificate of Designation of with respect to 5,000,000 shares of its Series A Preferred Stock, par value $0.0001 per share, (ii) Certificate of Designation with respect to 1,000,000 shares of its Series B Preferred Stock, par value $0.0001 per share, (iii) Certificate of Designation with respect to 41,000,000 shares of its Series C Preferred Stock, par value $0.0001 per share and (iv) Certificate of Designation with respect to 1,000,000 shares of its Series X Preferred Stock, par value $0.0001 per share. Upon the withdrawal, cancelation and termination of such designations, all shares previously designated as Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series X Preferred Stock were returned to the status of authorized but undesignated shares of the Company’s Preferred Stock, par value $0.0001 per share. On March 20, 2020, in connection with the Merger, FaceBank Pre-Merger filed an amendment to its Articles of Incorporation to designate 35,800,000 of its authorized preferred stock as “Series AA Convertible Preferred Stock” pursuant to a Certificate of Designation of Series AA Convertible Preferred Stock (the “Series AA Preferred Stock Certificate of Designation”). The Series AA Convertible Preferred Stock (the “Series AA Preferred Stock”) has no liquidation preference. The Series AA Preferred Stock is entitled to receive dividends and other distributions as and when paid on the Common Stock on an as converted basis. Each share of Series AA Preferred Stock is initially convertible into two shares of Common Stock, subject to adjustment as provided in the Series AA Preferred Stock Certificate of Designation and shall only be convertible immediately following the sale of such shares on an arms’-length basis either pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act or pursuant to an effective registration statement under the Securities Act. Each share of Series AA Preferred Stock shall have 0.8 votes per share (the “Voting Rate”) on any matter submitted to the holders of the Common Stock for a vote and shall vote together with the Common Stock on such matters for as long as the Series AA Preferred Stock is outstanding. The Voting Rate shall be subject to adjustment in the event of stock splits, stock combinations, recapitalizations reclassifications, extraordinary distributions and similar events. There are 713,215 shares reserved for issuance to certain shareholders of fuboTV Pre-Merger in connection with the Merger. Common Stock Activity Issuance of Common Stock for Cash The Company raised approximately $2.3 million through issuances of an aggregate of 795,593 shares of its common stock in private placement transactions during the three months ended March 31, 2020 with investors. The Company raised approximately $0.5 million through issuances of an aggregate of 170,391 shares of its common stock in private placement transactions during the three months ended June 30, 2020 with investors. On July 2, 2020, the Company entered into a Purchase Agreement with Credit Suisse Capital LLC, pursuant to which the Company sold 2,162,163 shares of the Company’s common stock at a purchase price of $9.25 per share for an aggregate purchase price of $20.0 million. Issuance of Common Stock and Warrants for Cash Between May 11, 2020 and June 8, 2020, the Company entered into Purchase Agreements Investors, pursuant to which the Company sold an aggregate of 3,735,922 shares of the Company’s common stock at a purchase price of $7.00 per share and issued warrants to the Investors covering a total of 3,735,922 shares of the Company’s common stock for an aggregate purchase price of $26.1 million. Between August 20, 2020 and August 28, 2020, the Company entered into Purchase Agreements Investors, pursuant to which the Company sold an aggregate of 5,212,753 shares of the Company’s common stock at a purchase price of $9.25 per share and issued warrants to the Investors covering a total of 1,303,186 shares of the Company’s common stock for an aggregate purchase price of $48.2 million. Issuance of Common Stock Related to PEC Acquisition During the three months ended September 30, 2020, there were no shares of the Company’s common stock exchanged for shares of its subsidiary PEC. During the nine months ended September 30, 2020, the Company has issued 2,753,819 shares of its common stock in exchange for 17,950,055 shares of its subsidiary PEC, respectively. The interests exchange in PEC were previously recorded within noncontrolling interests and the transactions were accounted for as a reduction of $2.0 million of noncontrolling interests for the carrying value of those noncontrolling interests at the date of exchange with an offsetting increase in Additional paid-in capital, during the nine months ended September 30, 2020. Issuance of Common Stock for Shares Settled Liability During the three months ended June 30, 2020, the Company issued 900,000 shares of its common stock with a fair value of approximately $9.1 million or $10.00 per share in connection with the Company’s Note Purchase Agreement with FB Loan (See Note 13). Issuance of Common Stock for Services Rendered On January 1, 2020, the Company entered into the first amendment to a joint business development agreement and issued 200,000 shares of its restricted common stock with a fair value of $1.8 million in exchange for business development services. During the three months ended March 31, 2020, the Company issued 275,000 shares of its common stock with a fair value of $2.3 million in exchange for consulting services. During the three months ended March 31, 2020, the Company issued 62,500 shares of its common stock with a fair value of approximately $0.6 million in exchange for services rendered in connection with the Company’s amended Digital Likeness Development Agreement by and among Floyd Mayweather, the Company and FaceBank, Inc., effective as of July 31, 2019, as amended (the “Mayweather Agreement”). During the three months ended March 31, 2020, the Company issued 2,500 shares of its common stock with a fair value of $26,000 in exchange for consulting services. During the three months ended June 30, 2020, the Company issued 343,789 shares of its common stock with a fair value of $3.1 million in exchange for consulting services. Issuance of Common Stock for Exercise of Stock Options During the three months ended September 30, 2020, 226,740 options to purchase shares of the Company’s common stock were exercised for cash of approximately $0.3 million or $1.43 per share. Issuance of Common Stock for Employee Compensation On February 20, 2020, the Company issued 300,000 shares of its common stock to an officer of the Company at a fair value of $2.7 million, or $9.00 per share. During the three months ended March 31, 2020, the Company issued 200,000 shares of its common stock with a fair value of $1.6 million as compensation to service providers for services rendered. Share Purchase Agreement On July 10, 2020, we entered into a Share Purchase Agreement (the “SPA”) with C2A2 Corp. AG Ltd. and Aston Fallen (the “Purchaser”). Pursuant to the terms of the SPA, the Purchaser agreed to acquire all of the 1,000 shares of Facebank AG common stock, held by the Company. The transaction closed on July 10, 2020 and the Company redeemed an aggregate of 3,633,114 shares of the Company’s common stock at a redemption price of $0.0001 per share in exchange for 4,833,114 new shares of Company common stock at a sale price of $0.0001 per share, resulting in a net issuance of 1,200,000 new shares of the Company’s common stock. The Company recognized a gain of approximately $7.6 million on this transaction during the third quarter. Issuance of Common Stock in Connection with Convertible Notes During the three months ended September 30, 2020, the Company did not issue any shares of its common stock in connection with its convertible notes. During the nine months ended September 30, 2020, the Company issued 62,500 shares of its common stock with a fair value of approximately $0.3 million, respectively, in connection with the issuance of convertible notes. Equity Compensation Plan Information The Company’s 2014 Equity Incentive Stock Plan (the “2014 Plan”) provides for the issuance of up to 16,667 incentive stock options and nonqualified stock options to the Company’s employees, officers, directors, and certain consultants. The 2014 Plan is administered by the Company’s Board and has a term of 10 years. Contemporaneous with the closing of the Merger, the Company assumed 8,051,098 stock options issued and outstanding under the fuboTV Pre-Merger 2015 Equity Incentive Plan (the “2015 Plan”) with a weighted-average exercise price of $1.32 per share. From the Effective Time, such options may be exercised for shares of our common stock under the terms of the 2015 Plan. On April 1, 2020, the Company approved the establishment of the Company’s 2020 Equity Incentive Plan (the “Plan”). The Company created an incentive option pool of 12,116,646 shares of the Company’s Common Stock under the Plan. On October 8, 2020, the Company amended the Company’s Plan to increase the maximum aggregate number of shares available for issuance under the Plan by 19,000,000 shares (the “Pool Increase”). The Pool Increase is conditional upon shareholder approval at the next annual meeting of shareholders. On May 21, 2020, we established our Outside Director Compensation Policy to set forth guidelines for the compensation of our non-employee directors for their service on our Board of Directors. Stock-based compensation During the three and nine months ended September 30, 2020 the Company recognized stock-based compensation expense totaling $6.3 million and $24.1 million, respectively. No stock-based compensation was recognized during the three and nine months ended September 30, 2019. Options The Company provides stock-based compensation to employees, directors and consultants under the Plan. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model. The Company historically has been a private company and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The risk-free interest rate is determined by referencing the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. During the three and nine months ended September 30, 2020, the Company granted 1,394,860 and 7,141,899 options to purchase shares of the Company’s common stock under the Plan, respectively. During the nine months ended September 30, 2020, 280,000 options to purchase shares of the Company’s commons stock were granted outside of the Plan. No options were granted during the nine months ended September 30, 2019. The following was used in determining the fair value of stock options granted during the three months and nine months ended September 30, 2020: For the Three Months For the Nine Months Dividend yield - - Expected price volatility 45 % 45% - 57 % Risk free interest rate 0.23% - 0.38 % 0.23% - 0.58 % Expected term 5.3 - 6.1 5.3 - 6.1 Employees A summary of activity under the Plan for the nine months ended September 30, 2020 is as follows (in thousands, except share and per share amounts): Number of Shares Weighted Average Total Intrinsic Value Weighted Average Outstanding as of December 31, 2019 16,667 $ 28.20 $ - 7.3 Options assumed from Merger 8,051,098 $ 1.31 Granted 7,141,899 $ 8.79 Exercised (226,740 ) $ 1.43 Forfeited or expired (389,008 ) $ 0.83 Outstanding as of September 30, 2020 14,593,916 $ 4.99 $ 61,234 8.2 Options vested and exercisable as of September 30, 2020 6,081,567 $ 2.01 $ 42,736 6.9 The total fair value of stock options granted during the nine months ended September 30, 2020 was approximately $62.8 million. During the nine months ended September 30, 2020, 226,740 options were exercised with a weighted average fair value of approximately $0.3 million or $1.43 per share. As of September 30, 2020, the unrecognized stock-based compensation expense related to unvested options was approximately $50.6 million to be recognized over a period of 3.1 years. Market and Service Condition Based Options During the nine months ended September 30, 2020, 3,078,297 options were granted that vest on the earlier of each anniversary of the grant date or based on the achievement of pre-established parameters relating to the performance of the Company’s stock price (not included in table above). Stock based compensation expense is based on the estimated value of the awards on the grant date, and is recognized over the period from the grant date through the expected vest dates of each vesting condition, both of which were estimated based on a Monte Carlo simulation model applying the following key assumptions as of the grant date: Dividend yield — % Expected volatility 76.0 – 88.1 % Risk free rate 0.24 – 0.30 % Derived service period 1.59 – 1.91 A summary of activity under the Plan for market and service based stock options for the nine months ended September 30, 2020 is as follows (in thousands, except share and per share amounts): Number of Shares Weighted Average Total Intrinsic Value Weighted Average Outstanding as of December 31, 2019 - $ - $ - - Granted 3,078,297 $ 9.69 6.8 Outstanding as of September 30, 2020 3,078,297 $ 9.69 $ 450 6.6 Options vested and exercisable as of September 30, 2020 - $ 9.69 $ - 6.6 Non-employees During the three months ended March 31, 2020, in connection with the Mayweather Agreement, the Company granted options to purchase 280,000 shares of the Company’s common stock at an exercise price of $7.20 per share. This option has a fair value of $1,031,000, a five-year term and expires on December 21, 2024. These options were immediately vested as of the grant date. As part of the Merger, the Company also assumed 343,047 options granted to non-employees with a weighted average exercise price of $0.23 (included in table above). Stock-based compensation expense related to unvested non-employee options is immaterial as of September 30, 2020. There were no options granted to non-employees in the three months ended June 30, 2020 and September 30, 2020. Warrants A summary of the Company’s outstanding warrants as of September 30, 2020 are presented below (in thousands, except share and per share amounts): Number of Warrants Weighted Average Total Intrinsic Value Weighted Average Outstanding as of December 31, 2019 200,007 $ 13.31 $ - 0.2 Issued 9,538,526 $ 6.62 $ 23,119 1.7 Expired (200,000 ) $ - $ - - Outstanding as of September 30, 2020 9,538,533 $ 5.83 $ 32,670 2.6 Warrants exercisable as of September 30, 2020 9,538,533 $ 5.83 $ 32,670 2.6 On March 19, 2020, in connection with its Note Purchase Agreement (see Note 13), the Company issued the FB Loan Warrant, a warrant to purchase 3,269,231 shares of its common stock with a fair value of $15.6 million. On April 1, 2020, the Company issued 142,118 common stock warrants in connection with a $1.1 million convertible note. The exercise price is $7.74 with a 5-year term. On September 29, 2020, the Company entered into an amendment related to the common stock warrants and issued an additional 217,357 warrants. Under the terms of the amendment the 359,475 common stock warrants will have an amended exercise price of $3.06 per share. On April 23, 2020, the Company issued 55,172 warrants in connection with a $0.4 million convertible note. The exercise price is $9.00 with a 3-year term. Between May 11, 2020 and June 8, 2020, the Company issued 3,735,922 warrants in connection with Purchase Agreements with Investors with an exercise price of $7.00 with a 1.5-year term. On May 25, 2020, the Company issued to ARETE Wealth Management a warrant to purchase 275,000 shares of the Company’s common stock with an initial exercise price of $5.00 per share. Between August 20, 2020 and September 29, 2020, the Company issued 1,843,726 warrants in connection with Purchase Agreements with Investors with an exercise price of $9.25 with a 1.5-year term. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Leases | 18. Leases On February 14, 2019, the Company entered into a lease for offices in Jupiter, Florida. The lease had an initial term of 18 months commencing March 1, 2019 until August 31, 2020 with a base annual rent of $89,000. The Company had an option to extend the lease for another year until August 31, 2021 for annual rent of $95,000 and a second option for an extension until August 31, 2022 for annual rent of $98,000. The Company recorded the lease obligations in accordance with ASC 842. As of August 31, 2020, the Company did not extend the lease term and the lease was terminated. As part of the acquisition of Nexway on September 19, 2019, the Company recognized right of use assets of $3.6 million and lease liabilities of $3.6 million associated with an operating lease obtained in the acquisition. At December 31, 2019, the Company had operating lease liabilities of $3.5 million and right of use assets of $3.5 million recorded in the consolidated balance sheet. At March 31, 2020, the Company deconsolidated its investment in Nexway and accordingly, reduced its operating lease liabilities and right of use assets to $0. As part of the acquisition of fuboTV Pre-Merger on April 1, 2020, the Company recognized right of use assets and lease liabilities of $5.4 million for three operating leases. fuboTV Pre-Merger had entered into a lease agreement in April 2017 for approximately 10,000 square feet of office space in New York, NY. The lease commenced in April 2017 and the initial term of the lease is for a period of ten years with an option to renew for an additional five years. The renewal option is not considered in the remaining lease term as the Company is not reasonably certain that it will exercise such option. On January 30, 2018, the Company amended their lease agreement to add approximately 6,600 square feet of office space. The lease term commenced in February 2018 and is effective through March 2021. In February 2020, fuboTV Pre-Merger entered into a sublease with Welltower, Inc. to lease approximately 6,300 square feet of office space in New York, NY. The lease commenced in March 2020 and is effective through July 30, 2021. The annual rent for the space is $455,000. The components of lease expense were as follows: Three Months Ended Nine Months Ended Operating leases Operating lease cost $ 312 $ 623 Variable lease cost - - Operating lease expense 312 623 Short-term lease rent expense - - Total rent expense $ 312 $ 623 Supplemental cash flow information related to leases were as follows: Three Months Ended Nine Months Ended Operating cash flows from operating leases $ 305 $ 610 Right-of-use assets exchanged for operating lease liabilities $ 5,373 $ 5,373 As of September 30, 2020, future minimum payments for the operating leases are as follows: Year Ended December 31, 2020 $ 305 Year Ended December 31, 2021 1,030 Year Ended December 31, 2022 778 Year Ended December 31, 2023 805 Year Ended December 31, 2024 805 Thereafter 2,111 Total 5,834 Less present value discount (934 ) Operating lease liabilities $ 4,900 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 19 . Commitments and Contingencies The Company may be involved in certain legal proceedings that arise from time to time in the ordinary course of its business. When the Company determines that a loss is both probable and reasonably estimable, a liability is recorded and disclosed if the amount is material to the financial statements taken as a whole. When a material loss contingency is only reasonably possible, the Company does not record a liability, but instead discloses the nature and the amount of the claim, and an estimate of the loss or range of loss, if such an estimate can reasonably be made. Legal expenses associated with any contingency are expensed as incurred. In connection with closed litigation on two separate matters that resulted in judgments against PEC, a majority interest of which was subsequently purchased by the Company, we have accrued $0.5 million which remains on the balance sheet as a liability at September 30, 2020 and December 31, 2019. The Company, on behalf of its subsidiary, is in settlement discussions with the parties. On August 27, 2018, plaintiff Scott Meide filed a complaint in the United States District Court for the Middle District of Florida, Jacksonville Division against PEC, now one of our majority-owned subsidiaries, naming its former officers, among others, as defendants. The plaintiff’s claims are based on three investments: (i) the purchase of 750,000 restricted shares from PEC for the amount of $300,000 on July 18, 2014; (ii) the purchase of 800,000 shares of PEC from defendant Gregory Centineo in July 2015; and (iii) an investment in Evolution AI Corporation in 2018 in the amount of $75,000. Until recently, Mr. Meide was proceeding pro se On June 29, 2020, an attorney entered an appearance for Mr. Meide and filed (i) a motion to substitute Jacksonville Injury Center, LLC as the plaintiff and (ii) a motion for leave to file an amended complaint. All of the defendants have filed oppositions to the motion to substitute and motion for leave to amend. The proposed new complaint continues to allege fraud, but also purports to plead a shareholder derivative lawsuit in connection with a claim of an improper transfer of assets to the Company. The new proposed complaint also names the Company as a new defendant. Discovery in the matter has been stayed since July of 2019. The matter is set for trial in September of 2020, but we do not expect the trial to go forward given the pending motions to dismiss and stay of discovery. On September 4, 2020, the court entered an order dismissing with prejudice Mr. Meide’s claim for federal securities fraud. In its order, the court directed the clerk of court to enter judgment in favor of PEC and related defendants on Mr. Meide’s claim for federal securities fraud. The court also denied Mr. Meide’s attempt to file a third amended complaint or substitute plaintiffs in the action. The court dismissed without prejudice the remaining state law claims on the ground that the court declined to exercise supplemental jurisdiction over them. The state law claims may be reasserted in state court. The court also reserved jurisdiction to determine whether an award of sanctions against Mr. Meide is appropriate. The court has ordered the parties to mediation with respect to the issue of sanctions and, in the event that the mediation is unsuccessful, the court has indicated that it will set a deadline for the filing of any motions for an award of sanctions against Mr. Meide. The court-ordered mediation is set for December 10, 2020 On June 8, 2020, Andrew Kriss and Eric Lerner (the “Plaintiffs”) filed a Summons with Notice in the Supreme Court of the State of New York, Nassau County naming as defendants the Company, PEC, John Textor and Frank Patterson, among others (Index No. 605474/20). On November 12, 2020, Plaintiffs filed a Complaint, which asserts claims for breach of express contract and implied duties, fraud in the inducement, unjust enrichment, conversion, declaratory relief, fraud and fraudulent conveyance. The claims arise from an alleged relationship between Plaintiffs and defendant PEC. Plaintiffs seek monetary damages in an amount to be proven at trial, but not less than six million dollars ($6,000,000). The Company intends to vigorously defend this litigation. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 20. Subsequent Events On October 8, 2020, we sold 18,300,000 shares of our common stock in a public offering at $10.00 per share generating $170.2 million in proceeds, net of offering costs. On October 22, 2020, the investment bankers exercised their right to purchase an additional 1,406,708 shares of common stock at $10.00 per share generating an additional $13.1 million in proceeds, net of offering costs. On September 30, 2020, following negotiations with Century Venture, SA, the Company agreed to repay the Loan related to its Credit Agreement in full (inclusive of any interest, fees and penalties). The Company paid $1.6 million on October 2, 2020, the Credit Agreement and related Loan were automatically terminated. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts, as of September 30, 2020, of the Company, its wholly-owned subsidiaries and its 99.7%-owned operating subsidiary EAI, which, until the Merger, was the Company’s principal operating subsidiary; inactive subsidiaries York Production LLC and York Production II LLC; wholly-owned subsidiaries Facebank AG, StockAccess Holdings SAS (“SAH”) and FBNK Finance Sarl (“FBNK Finance”); its 70.0% ownership in Highlight Finance Corp. (“HFC”); and its 76% ownership in Pulse Evolution Corporation (“PEC”). Subsequent to the Merger, fuboTV Pre-Merger became our wholly owned subsidiary. All inter-company balances and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments and events in the current period such as the Nexway deconsolidation and acquisition of fuboTV Pre-Merger, considered necessary for a fair presentation of such interim results. The results for the unaudited condensed consolidated statement of operations are not necessarily indicative of results to be expected for the year ending December 31, 2020 or for any future interim period. The unaudited condensed consolidated balance sheet as at December 31, 2019 has been derived from the audited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2019 and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on May 29, 2020, as amended on Form 10-K/A filed with the SEC on August 11, 2020 along with the consolidated financial statements for fuboTV Pre-Merger for the year ended December 31, 2019 and notes thereto included on Form 8-K/A filed with the SEC on June 17, 2020. |
Reclassifications | Reclassifications For the three and nine months ended September 30, 2019, the Company has reclassified certain prior year amounts on the face of the financial statements in order to conform to the current year presentation. These reclassifications had no effect on the Company’s consolidated financial position, results of operations, or liquidity. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management 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. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates. The significant estimates and assumptions include allocating the fair value of purchase consideration to assets acquired and liabilities assumed in business acquisitions, useful lives of property and equipment and intangible assets, recoverability of goodwill, long-lived assets, and investments, accruals for contingent liabilities, valuations of derivative liabilities, equity instruments issued in share-based payment arrangements and accounting for income taxes, including the valuation allowance on deferred tax assets. |
Significant Accounting Policies | Significant Accounting Policies For a detailed discussion about the Company’s significant accounting policies, see the Company’s Annual Report on Form 10-K filed with the SEC on May 29, 2020, as amended on Form 10-K/A filed with the SEC on August 11, 2020. |
Segment and Reporting Unit Information | Segment and Reporting Unit Information Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. A committee consisting of the Company’s executives are determined to be the CODM. The CODM reviews financial information and makes resource allocation decisions between the fubo TV and Facebank pre-merger businesses. As such, the Company has two operating segments (fuboTV and Facebank) as of September 30, 2020. As of September 30, 2020, the Facebank operating segment had nominal operations. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with remaining maturities at the date of purchase of three months or less to be cash equivalents, including balances held in the Company’s money market account. The Company also classifies amounts in transit from payment processors for customer credit card and debit card transactions as cash equivalents. Restricted cash primarily represents cash on deposit with financial institutions in support of a letter of credit outstanding in favor of the Company’s landlord for office space. The restricted cash balance has been excluded from the cash balance and is classified as restricted cash on the condensed consolidated balance sheets. The following table provides a reconciliation of cash, cash equivalents and restricted cash within the consolidated balance sheet that sum to the total of the same on the consolidated statement of cash flows: September 30, December 31, 2020 2019 Cash and cash equivalents $ 38,864 $ 7,624 Restricted cash 1,275 — Total cash, cash equivalents and restricted cash $ 40,139 $ 7,624 |
Certain Risks and Concentrations | Certain Risks and Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of demand deposits. The Company maintains cash deposits with financial institutions that at times exceed applicable insurance limits. The majority of the Company’s software and computer systems utilizes data processing, storage capabilities and other services provided by Amazon Web Services, or AWS, which cannot be easily switched to another cloud service provider. As such, any disruption of the Company’s interference with AWS would adversely impact the Company’s operations and business. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurements. This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements, ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows: Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 — observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and Level 3 — assets and liabilities whose significant value drivers are unobservable. |
Accounts Receivable, Net | Accounts Receivable, net The Company records accounts receivable at the invoiced amount less an allowance for any potentially uncollectable accounts. The Company’s accounts receivable balance consists of amounts due from the sale of advertisements. In evaluating our ability to collect outstanding receivable balances, we consider many factors, including the age of the balance, collection history, and current economic trends. Bad debts are written off after all collection efforts have ceased. Based on the Company’s current and historical collection experience, management concluded that an allowance for doubtful accounts was not necessary as of September 30, 2020 or December 31, 2019. No individual customer accounted for more than 10% of revenue for the three and nine months ended September 30, 2020 and 2019. Four customers accounted for more than 10% of accounts receivable as of September 30, 2020. No customers accounted for more than 10% of accounts receivable as of December 31, 2019. |
Property and Equipment, net | Property and Equipment, net Property and equipment is stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are depreciated over the shorter of the lease term or the estimated useful life of the assets. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statements of operations and comprehensive loss in the period realized. Maintenance and repairs are expensed as incurred. |
Acquisitions and Business Combinations | Acquisitions and Business Combinations The Company allocates the fair value of purchase consideration issued in business combination transactions to the tangible assets acquired, liabilities assumed, and separately identified intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from: (a) acquired technology, (b) trademarks and trade names, and (c) customer relationships, useful lives, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. The allocation of the purchase consideration may remain preliminary as the Company gathers additional facts about the circumstances that existed as of the acquisition date during the measurement period. The measurement period shall not exceed one year from the acquisition date. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. |
Revenue From Contracts With Customers | Revenue From Contracts With Customers The Company recognizes revenue from contracts with customers under ASC 606, Revenue from Contracts with Customers ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the company satisfies a performance obligation The Company generates revenue from the following sources: 1. Subscriptions – The Company sells various subscription plans through its website and third-party app stores. These subscription plans provide different levels of streamed content and functionality depending on the plan selected. Subscription fees are fixed and paid in advance by credit card on a monthly, quarterly or annual basis. A subscription customer executes a contract by agreeing to the Company’s terms of service. The Company considers the subscription contract legally enforceable once the customer has accepted terms of service and the Company has received credit card authorization from the customer’s credit card company. The terms of service allow customers to terminate the subscription at any time, however, in the event of termination, no prepaid subscription fees are refundable. The Company recognizes revenue when it satisfies a performance obligation by transferring control of the promised services to the customers, which is ratably over the subscription period. Upon the customer agreeing to the Company’s terms and conditions and authorization of the credit card, the customer simultaneously receives and consumes the benefits of the streamed content ratably throughout the term of the contract. Subscription services sold through third-party app stores are recorded gross in revenue with fees to the third-party app stores recorded in subscriber related expenses in the consolidated statement of operations. Management concluded that the customers are the end user of the subscription services sold by these third-party app stores. 2. Advertisements – The Company executes agreements with advertisers that want to display ads (“impressions”) within the streamed content. The Company enters into individual insertion orders (“IOs”) with advertisers, which specify the term of each ad campaign, the number of impressions to be delivered and the applicable rate to be charged. The Company invoices advertisers monthly for impressions actually delivered during the period. Each executed IO provides the terms and conditions agreed to in respect of each party’s obligations. The Company recognizes revenue at a point in time when it satisfies a performance obligation by transferring control of the promised services to the advertiser, which generally is when the advertisement has been displayed. 3. Software licenses, net – Revenue from the sale of software licenses are recognized as a single performance obligation at the point in time that the software license is delivered to the customer. The Company under its contracts is required to provide its customers with 30 days to return the license for a full refund, regardless of reason, and the Company will be provided a refund in full of its cost to sell the license. Therefore, for Nexway, the Company acts as an agent and recognizes revenue on a net basis. 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.(See Note 7) 4. Other – The Company has an annual contract to sub-license its rights to broadcast certain international sporting events to a third party. The Company recognizes revenue under this contract at a point in time when it satisfies a performance obligation by transferring control of the promised services to the third party, which generally is when the third party has access to the programming content. |
Subscriber Related Expenses | Subscriber Related Expenses Subscriber related expenses consist primarily of affiliate distribution rights and other distribution costs related to content streaming. The cost of affiliate distribution rights is generally incurred on a per subscriber basis and are recognized when the related programming is distributed to subscribers. The Company has certain arrangements whereby affiliate distribution rights are paid in advance or are subject to minimum guaranteed payments. An accrual is established when actual affiliate distribution costs are expected to fall short of the minimum guaranteed amounts. To the extent actual per subscriber fees do not exceed the minimum guaranteed amounts, the Company will expense the minimum guarantee in a manner reflective of the pattern of benefit provided by these subscriber related expenses, which approximates a straight-line basis over each minimum guarantee period within the arrangement. Subscriber related expenses also include credit card and payment processing fees for subscription revenue, customer service, certain employee compensation and benefits, cloud computing, streaming, and facility costs. The Company receives advertising spots from television networks for sale to advertisers as part of the affiliate distribution agreements. |
Broadcasting and Transmission | Broadcasting and Transmission Broadcasting and transmission expenses are charged to operations as incurred and consist primarily of the cost to acquire a signal, transcode, store, and retransmit it to the subscribers. |
Sales and Marketing | 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. All sales and marketing costs are expensed as they are incurred. Advertising expense totaled $18.2 million and $22.7 million for the three and nine months ended September 30, 2020, respectively, and $0.1 million and $0.3 million in advertising expense was incurred for the three and nine months ended September 30, 2019, respectively. |
Technology and Development | Technology and Development Technology and development expenses are charged to operations as incurred. 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 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. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per common share excludes the potential impact of the Company’s convertible notes, convertible preferred stock, common stock options and warrants because their effect would be anti-dilutive. The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Basic loss per share: Net loss $ (274,117 ) $ (6,909 ) $ (404,064 ) $ (15,794 ) Less: net (loss) income attributable to non-controlling interest — (128 ) 1,555 2,653 Less: Deemed dividend - beneficial conversion feature on preferred stock — (6 ) — (6 ) Add: deemed dividend on Series D Preferred Stock — (379 ) — (379 ) Net loss attributable to common stockholders $ (274,117 ) $ (7,166 ) $ (402,509 ) $ (16,179 ) Shares used in computation: Weighted-average common shares outstanding 44,199,709 24,363,124 36,577,183 20,165,089 Basic and diluted loss per share $ (6.20 ) $ (0.29 ) $ (11.00 ) $ (0.80 ) The following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion would have been anti-dilutive: September 30, September 30, 2020 2019 Common stock purchase warrants 9,538,533 200,007 Series AA convertible preferred shares 64,648,724 - Series D convertible preferred shares - 455,233 Stock options 17,952,213 16,667 Convertible notes variable settlement feature - 609,491 Total 92,139,470 1,281,398 |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses” In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company adopted this standard on January 1, 2020 and the adoption did not have a material impact on the condensed financial statements and related disclosures. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. This ASU is effective for annual reporting periods beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. This update permits the use of either the modified retrospective or fully retrospective method of transition. The Company is currently evaluating the impact this ASU will have on its condensed consolidated financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Reconciliation of Cash, Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash within the consolidated balance sheet that sum to the total of the same on the consolidated statement of cash flows: September 30, December 31, 2020 2019 Cash and cash equivalents $ 38,864 $ 7,624 Restricted cash 1,275 — Total cash, cash equivalents and restricted cash $ 40,139 $ 7,624 |
Summary of Calculation of Basic and Diluted Net Loss Per Share | The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Basic loss per share: Net loss $ (274,117 ) $ (6,909 ) $ (404,064 ) $ (15,794 ) Less: net (loss) income attributable to non-controlling interest — (128 ) 1,555 2,653 Less: Deemed dividend - beneficial conversion feature on preferred stock — (6 ) — (6 ) Add: deemed dividend on Series D Preferred Stock — (379 ) — (379 ) Net loss attributable to common stockholders $ (274,117 ) $ (7,166 ) $ (402,509 ) $ (16,179 ) Shares used in computation: Weighted-average common shares outstanding 44,199,709 24,363,124 36,577,183 20,165,089 Basic and diluted loss per share $ (6.20 ) $ (0.29 ) $ (11.00 ) $ (0.80 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion would have been anti-dilutive: September 30, September 30, 2020 2019 Common stock purchase warrants 9,538,533 200,007 Series AA convertible preferred shares 64,648,724 - Series D convertible preferred shares - 455,233 Stock options 17,952,213 16,667 Convertible notes variable settlement feature - 609,491 Total 92,139,470 1,281,398 |
Acquisition (Tables)
Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Schedule of Assets Acquired and Liabilities Assumed | Any necessary adjustments will be finalized within one year from the date of acquisition (in thousands). Fair Value Assets acquired: Cash and cash equivalents $ 8,040 Accounts receivable 5,831 Prepaid expenses and other current assets 976 Property & equipment 2,042 Restricted cash 1,333 Other noncurrent assets 397 Operating leases - right-of-use assets 5,395 Intangible assets 243,612 Deferred tax assets 252 Goodwill 493,847 Total assets acquired $ 761,725 Liabilities assumed Accounts payable $ 51,687 Accounts payable – due to related parties 14,811 Accrued expenses and other current liabilities 50,249 Accrued expenses and other current liabilities – due to related parties 30,913 Long term borrowings - current portion 5,625 Operating lease liabilities 5,395 Deferred revenue 8,809 Long-term debt, net of issuance costs 18,125 Total liabilities assumed $ 185,614 Net assets acquired $ 576,111 |
Schedule of Estimated Useful Lives and Fair Value of the Intangible Assets Acquired | The estimated useful lives and fair value of the intangible assets acquired are as follows (in thousands): Estimated (in Years) Fair Value Software and technology 9 $ 181,737 Customer relationships 2 23,678 Tradenames 9 38,197 Total $ 243,612 |
Schedule of Pro Forma Information | . The following unaudited pro forma consolidated results of operations assume that the acquisition of fuboTV Pre-Merger was completed as of January 1, 2019 (in thousands, except per share data). Nine months ended September 30 2020 2019 Total revenues $ 163,716 $ 99,321 Net loss attributable to common stockholders $ (448,412 ) $ (164,303 ) |
Revenue From Contracts With C_2
Revenue From Contracts With Customers (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregated Revenue | The following table presents the Company’s revenues disaggregated into categories based on the nature of such revenues (in thousands): Three Months Ended September 30 Nine months ended September 30 2020 2019 2020 2019 Subscriptions $ 53,433 $ - $ 92,945 $ - Advertisements 7,520 - 11,843 - Software licenses, net – Nexway eCommerce Solutions - 5,834 7,295 5,834 Other 249 - 586 - Total revenue $ 61,202 $ 5,834 $ 112,669 $ 5,834 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net, is comprised of the following (in thousands): September 30, 2020 December 31, 2019 Furniture and fixtures $ 668 $ 335 Computer equipment 737 - Leasehold improvements 2,280 - 3,685 335 Less: Accumulated depreciation (1,845 ) Total property and equipment, net $ 1,840 $ 335 |
FaceBank AG and Nexway - Asse_2
FaceBank AG and Nexway - Assets Held For Sale (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Facebank Ag And Nexway - Assets Held For Sale | |
Schedule of Deconsolidation of Nexway | The deconsolidation of Nexway resulted in a loss of approximately $11.9 million calculated as follows (in thousands): Cash $ 5,776 Accounts receivable 9,831 Inventory 50 Prepaid expenses 164 Goodwill 51,168 Property and equipment, net 380 Right-of-use assets 3,594 Total assets $ 70,963 Less: Accounts payable 34,262 Accrued expenses 15,788 Lease liability 3,594 Deferred income taxes 1,161 Other liabilities 40 Total liabilities $ 54,845 Non-controlling interest 2,595 Foreign currency translation adjustment (770 ) Loss before fair value – investment in Nexway 14,293 Less: fair value of shares owned by the Company 2,374 Loss on deconsolidation of Nexway $ 11,919 |
Schedule of Net Carrying Value of Investment in Facebank AG and Nexway and Related Gain on Sale of Investment | The following table represents the net carrying value of the Company’s investment in Facebank AG and Nexway and the related gain on sale of its investment: Investment in Nexway $ 4,988 Financial assets at fair value 1,965 Goodwill 28,541 Total assets 35,494 Loan payable 56,140 Net carrying amount (20,646 ) Issuance of common stock to original owners of Facebank AG 12,395 Cash paid to former owners of Facebank AG 619 Gain on sale of investment in Facebank AG $ (7,631 ) |
Panda Interests (Tables)
Panda Interests (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Panda Interests | |
Schedule of Profits Interest | The table below summarizes the Company’s profits interest since the date of the transaction (in thousands except for unit and per unit information): Panda units granted 26.2 Fair value per unit on grant date $ 67,690 Grant date fair value $ 1,773 Change in fair value of Panda interests 198 Fair value at December 31, 2019 $ 1,971 Change in fair value of Panda interests 148 Fair value at September 30, 2020 $ 2,119 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Impairment Charges | The following table represents the impairment charges recorded during the 3 rd Intangible assets $ 88,059 Goodwill $ 148,622 Total impairment expense $ 236,681 |
Schedule of Intangible Assets | The table below summarizes the Company’s intangible assets at September 30, 2020 and December 31, 2019 (in thousands): Weighted September 30, 2020 Useful Remaining Intangible Intangible Accumulated Net Human animation technologies 5 5 $ 123,436 (79,884 ) (37,871 ) $ 5,681 Trademark and trade names 5 5 7,746 (3,903 ) (2,379 ) 1,464 Animation and visual effects technologies 5 5 6,016 (1,868 ) (1,848 ) 2,300 Digital asset library 5 5 7,536 (1,830 ) (2,185 ) 3,522 Intellectual Property 7 - 828 (574 ) (254 ) - Customer relationships 2 1.5 23,678 - (5,920 ) 17,758 fuboTV tradename 9 8.5 38,197 - (2,122 ) 36,075 Software and technology 9 8.5 181,737 - (10,097 ) 171,640 Total $ 389,174 $ (88,059 ) $ (62,676 ) $ 238,440 Weighted December 31, 2019 Useful Remaining Intangible Intangible Accumulated Net Human animation technologies 7 6 $ 123,436 $ — $ (24,646 ) $ 98,790 Trademark and trade names 7 6 9,432 (1,686 ) (1,549 ) 6,197 Animation and visual effects technologies 7 6 6,016 — (1,203 ) 4,813 Digital asset library 5-7 5.5 7,505 — (1,251 ) 6,254 Intellectual Property 7 6 3,258 (2,430 ) (236 ) 592 Customer relationships 11 11 4,482 (4,482 ) — — Total $ 154,129 $ (8,598 ) $ (28,885 ) $ 116,646 |
Schedule of Intangible Assets Amortization Expense | The estimated future amortization expense associated with intangible assets is as follows (in thousands): Future Amortization 2020 $ 9,731 2021 38,922 2022 30,043 2023 27,084 2024 27,010 Thereafter 105,650 Total $ 238,440 |
Schedule of Goodwill | The following table is a summary of the changes to goodwill for the three and nine months ended September 30, 2020 (in thousands): Balance - December 31, 2019 $ 227,763 Deconsolidation of Nexway (51,168 ) Balance - March 31, 2020 $ 176,595 Acquisition of fuboTV 562,908 Less: transfer to asset held for sale (28,541 ) Balance - June 30, 2020 $ 710,962 Impairment expense (148,622 ) Measurement period adjustment on the fuboTV acquisition (68,493 ) Balance - September 30, 2020 $ 493,847 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses are presented below (in thousands): September 30, December 31, 2020 2019 Suppliers - $ 37,508 Affiliate fees 38,127 - Broadcasting and transmission 18,726 - Selling and marketing 13,998 - Payroll taxes (in arrears) 50 1,308 Accrued compensation 2,887 3,649 Legal and professional fees 4,472 3,936 Accrued litigation loss - 524 Taxes (including value added) 9,774 5,953 Subscriber related 2,660 - Other 8,348 3,897 Total $ 99,042 $ 56,775 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | The following is a rollforward of the Company’s deferred tax liability from January 1, 2020 to September 30, 2020 (in thousands): Balance at December 31, 2019 $ 30,879 Income tax benefit (associated with the amortization of intangible assets) (1,038 ) Deconsolidation of Nexway (1,162 ) Balance at March 31, 2020 $ 28,679 Acquisition of fuboTV Pre-Merger 65,613 Income tax benefit (associated with the amortization of intangible assets) (3,498 ) Balance at June 30, 2020 $ 90,794 Income tax benefit (associated with the amortization of intangible assets) (16,071 ) Measurement period adjustment (65,295 ) Balance at September 30, 2020 $ 9,428 |
Related Parties (Tables)
Related Parties (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Amount Owed to Related Parties | The following table represents amounts due to related parties as of September 30, 2020 and December 31, 2019 consist of the following (in thousands): September 30, December 31, 2020 2019 Affiliate fees $ 85,116 $ - Alexander Bafer, former Executive Chairman 458 20 John Textor, former Chief Executive Officer and affiliated companies 264 592 Other 9 53 Total $ 85,847 $ 665 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis | The following table classifies the Company’s assets and liabilities measured at fair value on a recurring basis into the fair value hierarchy as of September 30, 2020 and December 31, 2019 (in thousands): Fair valued measured at September 30, 2020 Quoted prices Significant Significant Financial Liabilities at Fair Value: Profits interest sold - - 2,119 Warrant liability - Subsidiary - - 21 Warrant liability - - 28,065 Total Financial Liabilities at Fair Value $ - $ - $ 30,205 December 31, 2019 Total Level 1 Level 2 Level 3 Financial Assets at Fair Value: Financial assets at fair value $ 1,965 $ — $ 1,965 $ — Total $ 1,965 $ — $ 1,965 $ — Financial Liabilities at Fair Value: Convertible notes $ 1,203 $ — $ — $ 1,203 Profit share liability 1,971 — — 1,971 Derivative liability 376 — — 376 Warrant liability - subsidiary 24 — — 24 Total $ 3,574 $ — $ — $ 3,574 |
Schedule of Liability for Derivatives and Warrants | The following table presents changes in Level 3 liabilities measured at fair value (in thousands) for the three and nine months ended September 30, 2020. Unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Derivative - Warrants Profits Warrant Embedded Fair value at December 31, 2019 $ 1,203 $ 24 $ 1,971 $ - $ 376 Change in fair value (206 ) (3 ) 148 (9,143 ) (220 ) Additions 3,583 - - 50,743 172 Redemption (4,580 ) - - - (328 ) Reclassification of warrant liabilities - - - (13,535 ) - Fair value at September 30, 2020 $ - $ 21 $ 2,119 $ 28,065 $ - |
Schedule of Warrant Liabilities, Change in Using Black Scholes to Monte Carlo Simulation Assumptions | The significant assumptions used in the valuation are as follows: September 30, 2020 Fair value of underlying common shares $ 9.00 Exercise price $ 2.75 Expected dividend yield — % Expected volatility 50.7 % Risk free rate 0.22 % Expected term (years) 4.46 |
Schedule of Fair Value of Liability Using Monte Carlo Simulation Model | The Company used a Monte Carlo simulation model to estimate the fair value of the warrant liability at September 30, 2020: September 30, 2020 Fair value of underlying common shares $ 9.00 Exercise price $ 7.00 Expected dividend yield — % Expected volatility 73.6 – 74.3 % Risk free rate 0.12 % Expected term (years) 1.12 – 1.19 The Company used a Monte Carlo simulation model to estimate the fair value of the warrant liability at September 30, 2020: September 30, 2020 Fair value of underlying common shares $ 9.00 Exercise price $ 9.25 Expected dividend yield — % Expected volatility 69.7 – 71.2 - % Risk free rate 0.12 % Expected term (years) 1.39 – 1.49 |
ARETE Wealth Management [Member] | |
Schedule of Fair Value of Liability Using Monte Carlo Simulation Model | The significant assumptions used in the valuation are as follows: September 30, 2020 Fair value of underlying common shares $ 9.00 Exercise price $ 5.00 Expected dividend yield — % Expected volatility 60.0 % Risk free rate 0.27 % Expected term (years) 4.6 |
Temporary Equity (Tables)
Temporary Equity (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Temporary Equity [Abstract] | |
Schedule of Temporary Equity | The following table summarizes the Company’s Series D Preferred Stock activities for the three and nine months ended September 30, 2020 (dollars in thousands): Series D Preferred Stock Shares Amount Total temporary equity as of December 31, 2019 461,839 $ 462 Issuance of Series D convertible preferred stock for cash 203,000 203 Offering cost related to issuance of Series D convertible preferred stock - (3 ) Deemed dividends related to immediate accretion of offering cost - 3 Accrued Series D preferred stock dividends 17,198 17 Bifurcated redemption feature of Series D convertible preferred stock - (171 ) Deemed dividends related to immediate accretion of bifurcated redemption feature of Series D convertible preferred stock - 171 Redemption of Series D preferred stock (including accrued dividends) (682,037 ) (682 ) Total temporary equity as of September 30, 2020 - $ - |
Schedule of Redemption of Preferred Stock Issued | The redemption of the 659,000 shares of Series D Preferred Stock (amounts in thousands except share and per share values): Series D preferred stock issued 659,000 Per share value $ 1.00 Series D preferred stock value $ 659 Accrued dividends $ 23 Total Series D preferred stock $ 682 Redemption percentage $ 1.29 Total redemption $ 880 |
Stockholders' Equity_ (Defici_2
Stockholders' Equity/ (Deficit) (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Schedule of Stock Options Assumptions | The following was used in determining the fair value of stock options granted during the three months and nine months ended September 30, 2020: For the Three Months For the Nine Months Dividend yield - - Expected price volatility 45 % 45% - 57 % Risk free interest rate 0.23% - 0.38 % 0.23% - 0.58 % Expected term 5.3 - 6.1 5.3 - 6.1 |
Schedule of Stock Option Activity | A summary of activity under the Plan for the nine months ended September 30, 2020 is as follows (in thousands, except share and per share amounts): Number of Shares Weighted Average Total Intrinsic Value Weighted Average Outstanding as of December 31, 2019 16,667 $ 28.20 $ - 7.3 Options assumed from Merger 8,051,098 $ 1.31 Granted 7,141,899 $ 8.79 Exercised (226,740 ) $ 1.43 Forfeited or expired (389,008 ) $ 0.83 Outstanding as of September 30, 2020 14,593,916 $ 4.99 $ 61,234 8.2 Options vested and exercisable as of September 30, 2020 6,081,567 $ 2.01 $ 42,736 6.9 |
Summary of Outstanding Warrants Activity | A summary of the Company’s outstanding warrants as of September 30, 2020 are presented below (in thousands, except share and per share amounts): Number of Warrants Weighted Average Total Intrinsic Value Weighted Average Outstanding as of December 31, 2019 200,007 $ 13.31 $ - 0.2 Issued 9,538,526 $ 6.62 $ 23,119 1.7 Expired (200,000 ) $ - $ - - Outstanding as of September 30, 2020 9,538,533 $ 5.83 $ 32,670 2.6 Warrants exercisable as of September 30, 2020 9,538,533 $ 5.83 $ 32,670 2.6 |
Market and Service Condition Based Options [Member] | |
Schedule of Stock Options Assumptions | Stock based compensation expense is based on the estimated value of the awards on the grant date, and is recognized over the period from the grant date through the expected vest dates of each vesting condition, both of which were estimated based on a Monte Carlo simulation model applying the following key assumptions as of the grant date: Dividend yield — % Expected volatility 76.0 – 88.1 % Risk free rate 0.24 – 0.30 % Derived service period 1.59 – 1.91 |
Schedule of Stock Option Activity | A summary of activity under the Plan for market and service based stock options for the nine months ended September 30, 2020 is as follows (in thousands, except share and per share amounts): Number of Shares Weighted Average Total Intrinsic Value Weighted Average Outstanding as of December 31, 2019 - $ - $ - - Granted 3,078,297 $ 9.69 6.8 Outstanding as of September 30, 2020 3,078,297 $ 9.69 $ 450 6.6 Options vested and exercisable as of September 30, 2020 - $ 9.69 $ - 6.6 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Schedule of Operating Leases | The components of lease expense were as follows: Three Months Ended Nine Months Ended Operating leases Operating lease cost $ 312 $ 623 Variable lease cost - - Operating lease expense 312 623 Short-term lease rent expense - - Total rent expense $ 312 $ 623 |
Schedule of Supplemental Cash Flow Information | Supplemental cash flow information related to leases were as follows: Three Months Ended Nine Months Ended Operating cash flows from operating leases $ 305 $ 610 Right-of-use assets exchanged for operating lease liabilities $ 5,373 $ 5,373 |
Schedule of Future Minimum Payments for Operating Leases | As of September 30, 2020, future minimum payments for the operating leases are as follows: Year Ended December 31, 2020 $ 305 Year Ended December 31, 2021 1,030 Year Ended December 31, 2022 778 Year Ended December 31, 2023 805 Year Ended December 31, 2024 805 Thereafter 2,111 Total 5,834 Less present value discount (934 ) Operating lease liabilities $ 4,900 |
Organization and Nature of Bu_2
Organization and Nature of Business (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Mar. 20, 2020 | Mar. 19, 2020 | Sep. 30, 2020 | Mar. 11, 2020 | Dec. 31, 2019 | Apr. 06, 2018 |
Notes payable | $ 61,679 | $ 36,373 | ||||
Credit Agreement [Member] | HLEE Finance S.a.r.l [Member] | ||||||
Line of credit facility, maximum borrowing capacity | $ 100,000 | |||||
Note Purchase Agreement [Member] | Senior Secured Promissory Notes [Member] | ||||||
Debt face amount | $ 10,100 | |||||
Proceeds from notes payable | 7,400 | |||||
Original issue discount | $ 2,700 | |||||
AMC Agreement [Member] | ||||||
Notes payable | $ 23,600 | |||||
Series AA Convertible Preferred Stock [Member] | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||
Preferred stock voting rights | Each share of Series AA Preferred Stock shall have 0.8 votes per share (the Voting Rate") on any matter submitted to the holders of the Common Stock for a vote and shall vote together with the Common Stock on such matters for as long as the Series AA Preferred Stock is outstanding. | Each share of Series AA Convertible Preferred Stock is entitled to 0.8 votes per share and is convertible into two shares of our common stock, only in connection with the sale of such shares on an arms length basis either pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act or pursuant to an effective registration statement under the Securities Act. |
Liquidity, Going Concern and _2
Liquidity, Going Concern and Management Plans (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Oct. 30, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Cash and cash equivalents | $ 38,864 | $ 38,864 | $ 7,624 | |||||||
Working capital deficit | (189,100) | (189,100) | ||||||||
Accumulated deficit | (458,632) | (458,632) | $ (56,123) | |||||||
Net loss | $ (274,117) | $ (73,604) | $ (56,343) | $ (6,909) | $ (3,365) | $ (2,867) | $ (404,064) | $ (13,141) | ||
Subsequent Event [Member] | ||||||||||
Proceeds from issuance of common stock, net of offering expenses | $ 183 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Advertising expense | $ 18,200 | $ 100 | $ 22,700 | $ 300 | |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Minimum [Member] | |||||
Concentration risk, percentage | 10.00% | 10.00% | 10.00% | 10.00% | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Minimum [Member] | Three Customer [Member] | |||||
Concentration risk, percentage | 10.00% | ||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Minimum [Member] | No Customer [Member] | |||||
Concentration risk, percentage | 10.00% | ||||
Evolution AI Corporation [Member] | |||||
Ownership interest percentage | 99.70% | 99.70% | |||
Highlight Finance Corp [Member] | |||||
Ownership interest percentage | 70.00% | 70.00% | |||
Pulse Evolution Corporation [Member] | |||||
Ownership interest percentage | 76.00% | 76.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 38,864 | $ 7,624 | ||
Restricted cash | 1,275 | |||
Total cash, cash equivalents and restricted cash | $ 40,139 | $ 7,624 | $ 5,896 | $ 31 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Calculation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Accounting Policies [Abstract] | ||||||||
Net loss | $ (274,117) | $ (73,604) | $ (56,343) | $ (6,909) | $ (3,365) | $ (2,867) | $ (404,064) | $ (13,141) |
Less: net (loss) income attributable to non-controlling interest | (128) | 1,555 | 2,653 | |||||
Less: Deemed dividend - beneficial conversion feature on preferred stock | (379) | (379) | ||||||
Add: deemed dividend on Series D Preferred Stock | (6) | (6) | ||||||
Net loss attributable to common stockholders | $ (274,117) | $ (7,166) | $ (402,509) | $ (16,179) | ||||
Weighted-average common shares outstanding | 44,199,709 | 24,363,124 | 36,577,183 | 20,165,089 | ||||
Basic and diluted loss per share | $ (6.20) | $ (0.29) | $ (11) | $ (0.80) |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Total | 92,139,470 | 1,281,398 |
Common Stock Purchase Warrants [Member] | ||
Total | 9,538,533 | 200,007 |
Series AA Convertible Preferred Shares [Member] | ||
Total | 64,648,724 | |
Series D Convertible Preferred Shares [Member] | ||
Total | 455,233 | |
Stock Options [Member] | ||
Total | 17,952,213 | 16,667 |
Convertible Notes Variable Settlement Feature [Member] | ||
Total | 609,491 |
Acquisition (Details Narrative)
Acquisition (Details Narrative) $ / shares in Units, $ in Thousands | Apr. 02, 2020USD ($)$ / sharesshares | Sep. 30, 2020USD ($)$ / sharesshares | Mar. 31, 2020shares | Sep. 30, 2019USD ($)shares | Jun. 30, 2019shares | Mar. 31, 2019shares | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2019USD ($) |
Options exercisable, weighted average price | $ / shares | $ 2.01 | $ 2.01 | ||||||
Impairment charges | $ 236,681 | $ 236,681 | ||||||
Income taxes benefit | $ (16,071) | (1,028) | (20,589) | (3,234) | ||||
Fubo TV Pre-Merger [Member] | ||||||||
Decrease in goodwill | 65,300 | |||||||
Revenues | 112,700 | $ 163,716 | $ 99,321 | |||||
Net loss | 274,100 | |||||||
Impairment charges | 236,700 | |||||||
Income taxes benefit | 20,600 | |||||||
Gain on the sale of acquisition | 7,600 | |||||||
Interest expenses | $ 1,200 | |||||||
Common Stock [Member] | ||||||||
Shares issued during period for merger | shares | 1,200,000 | 2,500,000 | ||||||
Number of common stock issued, shares | shares | 2,162,163 | 795,593 | 217,271 | 386,792 | 378,098 | |||
Merger Agreement [Member] | Fubo TV Pre-Merger [Member] | ||||||||
Fair value of outstanding options vested | $ 36,000 | |||||||
Preexisting loan receivable | $ 10,000 | |||||||
Preferred stock, voting rights | The Company accounted for the Merger as a business combination under the acquisition method of accounting. FaceBank was determined to be the accounting acquirer based upon the terms of the Merger Agreement and other factors including: (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. | |||||||
Merger Agreement [Member] | Fubo TV Pre-Merger [Member] | Common Stock [Member] | ||||||||
Stock exchange ratio | 3.64 | |||||||
Aggregate number of options to acquire common stock | shares | 8,051,098 | |||||||
Options exercisable, weighted average price | $ / shares | $ 1.32 | |||||||
Purchase price of acquisition | $ 576,100 | |||||||
Market value of acquisition | $ 530,100 | |||||||
Share issued price per share | $ / shares | $ 8.20 | |||||||
Number of common stock issued, shares | shares | 64,600,000 | |||||||
Transaction costs | $ 900 | |||||||
Merger Agreement [Member] | Fubo TV Pre-Merger [Member] | Series AA Preferred Stock [Member] | ||||||||
Stock exchange ratio | 1.82 | |||||||
Shares issued during period for merger | shares | 32,324,362 | 31,611,147 |
Acquisitions - Schedule of Asse
Acquisitions - Schedule of Assets Acquired and Liabilities Assumed (Details) - Fubo TV Pre-Merger [Member] $ in Thousands | Apr. 02, 2020USD ($) |
Cash and cash equivalents | $ 8,040 |
Accounts receivable | 5,831 |
Prepaid expenses and other current assets | 976 |
Property & equipment | 2,042 |
Restricted cash | 1,333 |
Other noncurrent assets | 397 |
Operating leases - right-of-use assets | 5,395 |
Intangible assets | 243,612 |
Deferred tax assets | 252 |
Goodwill | 493,847 |
Total assets acquired | 761,725 |
Accounts payable | 51,687 |
Accounts payable - due to related parties | 14,811 |
Accrued expenses and other current liabilities | 50,249 |
Accrued expenses and other current liabilities - due to related parties | 30,913 |
Long term borrowings - current portion | 5,625 |
Operating lease liabilities | 5,395 |
Deferred revenue | 8,809 |
Long-term debt, net of issuance costs | 18,125 |
Total liabilities assumed | 185,614 |
Net assets acquired | $ 576,111 |
Acquisitions - Schedule of Esti
Acquisitions - Schedule of Estimated Useful Lives and Fair Value of the Intangible Assets Acquired (Details) - Fubo TV Pre-Merger [Member] $ in Thousands | Apr. 02, 2020USD ($) |
Total | $ 243,612 |
Software and Technology [Member] | |
Estimated Useful Life (in Years) | 9 years |
Total | $ 181,737 |
Customer Relationships [Member] | |
Estimated Useful Life (in Years) | 2 years |
Total | $ 23,678 |
Trade Names [Member] | |
Estimated Useful Life (in Years) | 9 years |
Total | $ 38,197 |
Acquisitions - Schedule of Pro
Acquisitions - Schedule of Pro Forma Information (Details) - Fubo TV Pre-Merger [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Total Revenues | $ 112,700 | $ 163,716 | $ 99,321 |
Net loss attributable to common stockholders | $ (448,412) | $ (164,303) |
Revenue From Contracts With C_3
Revenue From Contracts With Customers (Details Narrative) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Revenue from Contract with Customer [Abstract] | ||
Contract liabilites | $ 15,424 |
Revenue From Contracts With C_4
Revenue From Contracts With Customers - Schedule of Disaggregated Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Total revenues | $ 61,202 | $ 5,834 | $ 112,669 | $ 5,834 |
Subscriptions [Member] | ||||
Total revenues | 53,433 | 92,945 | ||
Advertisements [Member] | ||||
Total revenues | 7,520 | 11,843 | ||
Software Licenses, Net [Member] | ||||
Total revenues | 5,834 | 7,295 | 5,834 | |
Software Licenses, Net [Member] | Nexway eCommerce Solutions [Member] | ||||
Total revenues | 5,834 | 7,295 | 5,834 | |
Other [Member] | ||||
Total revenues | $ 249 | $ 586 |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 100 | $ 300 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Property and Equipment, gross | $ 3,685 | $ 335 |
Less: Accumulated depreciation | (1,845) | |
Total property and equipment, net | 1,840 | 335 |
Furniture and Fixtures [Member] | ||
Property and Equipment, gross | 668 | 335 |
Computer Equipment [Member] | ||
Property and Equipment, gross | 737 | |
Leasehold Improvements [Member] | ||
Property and Equipment, gross | $ 2,280 |
FaceBank AG and Nexway - Asse_3
FaceBank AG and Nexway - Assets Held For Sale (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2020 | Mar. 31, 2020 | Sep. 16, 2019 | |
Business Acquisition [Line Items] | |||
Business acquisition, voting rights interest percentage | 37.60% | ||
Nexway AG [Member] | |||
Business Acquisition [Line Items] | |||
Equity method investment, ownership percentage | 62.30% | ||
Business acquisition, voting rights interest percentage | 31.20% | 20.00% | |
Loss on investment | $ 11,919 | ||
Facebank AG [Member] | |||
Business Acquisition [Line Items] | |||
Equity method investment, ownership percentage | 100.00% | ||
FaceBank AG and Nexway [Member] | |||
Business Acquisition [Line Items] | |||
Loss on investment | $ 7,600 |
FaceBank AG and Nexway - Asse_4
FaceBank AG and Nexway - Assets Held For Sale - Schedule of Deconsolidation of Nexway (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 176,595 | $ 493,847 | $ 710,962 | $ 227,763 |
Nexway AG [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | 5,776 | |||
Accounts receivable | 9,831 | |||
Inventory | 50 | |||
Prepaid expenses | 164 | |||
Goodwill | 51,168 | |||
Property and equipment, net | 380 | |||
Right-of-use assets | 3,594 | |||
Total assets | 70,963 | |||
Accounts payable | 34,262 | |||
Accrued expenses | 15,788 | |||
Lease liability | 3,594 | |||
Deferred income taxes | 1,161 | |||
Other liabilities | 40 | |||
Total liabilities | 54,845 | |||
Non-controlling interest | 2,595 | |||
Foreign currency translation adjustment | (770) | |||
Loss before fair value - investment in Nexway | 14,293 | |||
Less: fair value of shares owned by the company | 2,374 | |||
Loss on deconsolidation of Nexway | $ 11,919 |
FaceBank AG and Nexway - Asse_5
FaceBank AG and Nexway - Assets Held For Sale - Schedule of Net Carrying Value of Investment in Facebank AG and Nexway and Related Gain on Sale of Investment (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Business Acquisition [Line Items] | ||
Cash paid to former owners of Facebank AG | $ 619 | |
FaceBank AG & Nexway AG [Member] | ||
Business Acquisition [Line Items] | ||
Investment in Nexway | 4,988 | |
Financial assets at fair value | 1,965 | |
Goodwill | 28,541 | |
Total assets | 35,494 | |
Loan payable | 56,140 | |
Net carrying amount | $ (20,646) | |
Issuance of common stock to former owners of Facebank AG | 12,395 | |
Cash paid to former owners of Facebank AG | $ 619 | |
Gain on sale of investment in Facebank AG | $ (7,631) |
Panda Interests (Details Narrat
Panda Interests (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Fair value of the profits interest | $ 482 | $ 482 | ||||
Panda Interests Finance Agreement [Member] | ||||||
Fair value of the profits interest | $ 1,800 | $ 2,100 | $ 2,000 |
Panda Interests - Schedule of P
Panda Interests - Schedule of Profits Interest (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Panda Interests | ||
Panda units granted | 26.2 | |
Fair value per unit on grant date | $ 67,690 | |
Grant date fair value | 1,773 | |
Change in fair value of Panda interests | $ 148 | 198 |
Fair value | $ 2,119 | $ 1,971 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Impairment of intangible assets | $ 88,059 | $ 88,059 | |||
Impairment of goodwill | 148,622 | 148,622 | |||
Intangible assets | 238,440 | 238,440 | $ 116,646 | ||
Amortization expense | 14,300 | $ 5,200 | 33,800 | $ 15,500 | |
Facebank Reporting Unit [Member] | |||||
Impairment of goodwill | 148,100 | ||||
Intangible assets | $ 13,000 | $ 13,000 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Schedule of Impairment Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Intangible assets | $ 88,059 | $ 88,059 | ||
Goodwill | 148,622 | 148,622 | ||
Total impairment expense | $ 236,681 | $ 236,681 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Intangible Assets, Gross | $ 389,174 | $ 154,129 |
Intangible Assets, Impairment | (88,059) | (8,598) |
Accumulated Amortization | (62,676) | (28,885) |
Intangible Assets, Net Balance | $ 238,440 | $ 116,646 |
Human Animation Technologies [Member] | ||
Intangible assets, Useful Lives (Years) | 5 years | 7 years |
Intangible assets, Weighted Average Remaining Life (Years) | 5 years | 6 years |
Intangible Assets, Gross | $ 123,436 | $ 123,436 |
Intangible Assets, Impairment | (79,884) | |
Accumulated Amortization | (37,871) | (24,646) |
Intangible Assets, Net Balance | $ 5,681 | $ 98,790 |
Trademark and Trade Names [Member] | ||
Intangible assets, Useful Lives (Years) | 5 years | 7 years |
Intangible assets, Weighted Average Remaining Life (Years) | 5 years | 6 years |
Intangible Assets, Gross | $ 7,746 | $ 9,432 |
Intangible Assets, Impairment | (3,903) | (1,686) |
Accumulated Amortization | (2,379) | (1,549) |
Intangible Assets, Net Balance | $ 1,464 | $ 6,197 |
Animation and Visual Effects Technologies [Member] | ||
Intangible assets, Useful Lives (Years) | 5 years | 7 years |
Intangible assets, Weighted Average Remaining Life (Years) | 5 years | 6 years |
Intangible Assets, Gross | $ 6,016 | $ 6,016 |
Intangible Assets, Impairment | (1,868) | |
Accumulated Amortization | (1,848) | (1,203) |
Intangible Assets, Net Balance | $ 2,300 | $ 4,813 |
Digital Asset Library [Member] | ||
Intangible assets, Useful Lives (Years) | 5 years | |
Intangible assets, Weighted Average Remaining Life (Years) | 5 years | 5 years 6 months |
Intangible Assets, Gross | $ 7,536 | $ 7,505 |
Intangible Assets, Impairment | (1,830) | |
Accumulated Amortization | (2,185) | (1,251) |
Intangible Assets, Net Balance | $ 3,522 | $ 6,254 |
Digital Asset Library [Member] | Minimum [Member] | ||
Intangible assets, Useful Lives (Years) | 5 years | |
Digital Asset Library [Member] | Maximum [Member] | ||
Intangible assets, Useful Lives (Years) | 7 years | |
Intellectual Property [Member] | ||
Intangible assets, Useful Lives (Years) | 7 years | 7 years |
Intangible assets, Weighted Average Remaining Life (Years) | 0 years | 6 years |
Intangible Assets, Gross | $ 828 | $ 3,258 |
Intangible Assets, Impairment | (574) | (2,430) |
Accumulated Amortization | (254) | (236) |
Intangible Assets, Net Balance | $ 592 | |
Customer Relationships [Member] | ||
Intangible assets, Useful Lives (Years) | 2 years | 11 years |
Intangible assets, Weighted Average Remaining Life (Years) | 1 year 6 months | 11 years |
Intangible Assets, Gross | $ 23,678 | $ 4,482 |
Intangible Assets, Impairment | (4,482) | |
Accumulated Amortization | (5,920) | |
Intangible Assets, Net Balance | $ 17,758 | |
FuboTV Tradename [Member] | ||
Intangible assets, Useful Lives (Years) | 9 years | |
Intangible assets, Weighted Average Remaining Life (Years) | 8 years 6 months | |
Intangible Assets, Gross | $ 38,197 | |
Intangible Assets, Impairment | ||
Accumulated Amortization | (2,122) | |
Intangible Assets, Net Balance | $ 36,075 | |
Software and Technology [Member] | ||
Intangible assets, Useful Lives (Years) | 9 years | |
Intangible assets, Weighted Average Remaining Life (Years) | 8 years 6 months | |
Intangible Assets, Gross | $ 181,737 | |
Intangible Assets, Impairment | ||
Accumulated Amortization | (10,097) | |
Intangible Assets, Net Balance | $ 171,460 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill - Schedule of Intangible Assets Amortization Expense (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2020 | $ 9,731 | |
2021 | 38,922 | |
2022 | 30,043 | |
2023 | 27,084 | |
2024 | 27,010 | |
Thereafter | 105,650 | |
Total | $ 238,440 | $ 116,646 |
Intangible Assets and Goodwil_6
Intangible Assets and Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Balance, Beginning | $ 710,962 | $ 176,595 | $ 227,763 | $ 227,763 | |
Goodwill deconsolidated during period | (51,168) | ||||
Goodwill acquired of fuboTV Pre-Merger during period | 562,908 | ||||
Less: transfer to asset held for sale | (28,541) | ||||
Impairment expense | (148,622) | (148,622) | |||
Measurement period adjustment on the fuboTV acquisition | (68,493) | ||||
Balance, Ending | $ 493,847 | $ 710,962 | $ 176,595 | $ 493,847 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Suppliers | $ 37,508 | |
Affiliate fees | 38,127 | |
Broadcasting and transmission | 18,726 | |
Selling and marketing | 13,998 | |
Payroll taxes (in arrears) | 50 | 1,308 |
Accrued compensation | 2,887 | 3,649 |
Legal and professional fees | 4,472 | 3,936 |
Accrued litigation loss | 524 | |
Taxes(including value added) | 9,774 | 5,953 |
Subscriber related | 2,660 | |
Other | 8,348 | 3,897 |
Total | $ 99,042 | $ 56,775 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Income tax benefit | $ (16,071) | $ (1,028) | $ (20,589) | $ (3,234) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Beginning balance | $ 90,794 | $ 28,679 | $ 30,879 |
Acquisition of fuboTV Pre-Merger | 65,613 | ||
Income tax benefit (associated with the amortization of intangible assets) | (16,071) | (3,498) | (1,038) |
Deconsolidation of Nexway | (1,162) | ||
Measurement period adjustment | (65,295) | ||
Ending balance | $ 9,428 | $ 90,794 | $ 28,679 |
Related Parties (Details Narrat
Related Parties (Details Narrative) - USD ($) $ in Thousands | Aug. 03, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Sep. 13, 2020 | Aug. 08, 2018 |
Related parties expenses | $ 37,000 | $ 0 | $ 60,100 | $ 0 | ||||
Proceeds from debt | $ 300 | |||||||
Note payable due to related parties | 35 | 35 | ||||||
Debt interest rate | 4.00% | |||||||
Accrued interest | $ 600 | $ 600 | $ 300 | |||||
Debt extended maturity date | Dec. 31, 2020 | |||||||
John Textor [Member] | ||||||||
Note payable due to related parties | $ 172 | |||||||
Debt interest rate | 18.00% |
Related Parties - Schedule of A
Related Parties - Schedule of Amount Owed to Related Parties (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Due to related parties | $ 85,847 | $ 665 |
Affiliate Fees [Member] | ||
Due to related parties | 85,116 | |
Alexander Bafer, Former Executive Chairman [Member] | ||
Due to related parties | 458 | 20 |
John Textor, Former Chief Executive Officer and Affiliated Companies [Member] | ||
Due to related parties | 264 | 592 |
Other [Member] | ||
Due to related parties | $ 9 | $ 53 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) $ / shares in Units, € in Thousands, $ in Thousands | May 14, 2021USD ($) | Oct. 02, 2020USD ($) | Jul. 16, 2020USD ($) | Jul. 03, 2020USD ($) | May 15, 2020USD ($) | May 11, 2020USD ($) | Apr. 23, 2020USD ($)$ / shares | Apr. 21, 2020shares | Apr. 02, 2020USD ($)$ / shares | Mar. 19, 2020USD ($)$ / sharesshares | Feb. 17, 2020EUR (€)shares | Apr. 02, 2018USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($)$ / sharesshares | Mar. 31, 2020USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($)shares | Sep. 29, 2020$ / shares | Sep. 13, 2020 | Jul. 04, 2020USD ($) | Jun. 15, 2020USD ($) | Apr. 28, 2020$ / shares | Feb. 17, 2020USD ($) | Feb. 17, 2020EUR (€) | Apr. 30, 2018USD ($) |
Debt interest rate | 4.00% | ||||||||||||||||||||||||||||
Accrued interest | $ 600 | $ 600 | $ 300 | ||||||||||||||||||||||||||
Loss on extinguishment of debt | 1,321 | (9,827) | |||||||||||||||||||||||||||
Warrants exercise price per share | $ / shares | $ 9 | $ 7.74 | $ 3.06 | ||||||||||||||||||||||||||
Fair value of warrants | (831) | (3) | (4,432) | ||||||||||||||||||||||||||
Value of common stock shares issued | 20,000 | $ 2,297 | $ 717 | $ 422 | $ 1,778 | ||||||||||||||||||||||||
Conversion value of stock into notes payable | $ 400 | $ 1,100,000 | 259 | ||||||||||||||||||||||||||
Repayment of notes | 1,600 | ||||||||||||||||||||||||||||
Note Purchase Agreement [Member] | |||||||||||||||||||||||||||||
Number of common stock issued, shares | shares | 900,000 | ||||||||||||||||||||||||||||
Share issued price per share | $ / shares | $ 8.35 | $ 10 | |||||||||||||||||||||||||||
Value of common stock shares issued | $ 7,500 | ||||||||||||||||||||||||||||
Conversion value of stock into notes payable | 1,700 | ||||||||||||||||||||||||||||
Repayment of notes | $ 10,100 | ||||||||||||||||||||||||||||
Amendment to Note Purchase Agreement [Member] | |||||||||||||||||||||||||||||
Sale of common stock, shares | shares | 900,000 | ||||||||||||||||||||||||||||
Equity Financing Company [Member] | |||||||||||||||||||||||||||||
Proceeds from loans | 50,000 | ||||||||||||||||||||||||||||
Term loan outstanding | $ 1,600 | ||||||||||||||||||||||||||||
Remeasurement USD [Member] | |||||||||||||||||||||||||||||
Loss on extinguishment of debt | 1,000 | ||||||||||||||||||||||||||||
Senior Secured Promissory Notes [Member] | Note Purchase Agreement [Member] | |||||||||||||||||||||||||||||
Debt face amount | $ 10,100 | ||||||||||||||||||||||||||||
Debt interest rate | 17.39% | ||||||||||||||||||||||||||||
Proceeds from notes payable | $ 7,400 | ||||||||||||||||||||||||||||
Original issue discount | 2,700 | ||||||||||||||||||||||||||||
Loss on issuance of notes, bonds and warrants | $ 12,900 | ||||||||||||||||||||||||||||
FB Loan [Member] | Note Purchase Agreement [Member] | |||||||||||||||||||||||||||||
Warrants to purchase common stock | shares | 3,269,231 | ||||||||||||||||||||||||||||
Warrants exercise price per share | $ / shares | $ 5 | ||||||||||||||||||||||||||||
Number of common stock issued, shares | shares | 900,000 | 900,000 | |||||||||||||||||||||||||||
Fair value of warrants | $ 15,600 | ||||||||||||||||||||||||||||
Share issued price per share | $ / shares | $ 8.15 | $ 10 | |||||||||||||||||||||||||||
Value of common stock shares issued | $ 7,300 | $ 9,100 | |||||||||||||||||||||||||||
Sale of capital stock for consideration | $ 7,500 | ||||||||||||||||||||||||||||
Debt financing percentage | 100.00% | ||||||||||||||||||||||||||||
Forgiveness Loan [Member] | Paycheck Protection Program Loan [Member] | SBA [Member] | |||||||||||||||||||||||||||||
Debt face amount | $ 4,700 | $ 4,700 | |||||||||||||||||||||||||||
Debt interest rate | 1.00% | 1.00% | |||||||||||||||||||||||||||
Within Twelve Months [Member] | Paycheck Protection Program Loan [Member] | SBA [Member] | |||||||||||||||||||||||||||||
Long-term borrwings | $ 1,900 | $ 1,900 | |||||||||||||||||||||||||||
Long-term borrowings - current portion | 2,800 | 2,800 | |||||||||||||||||||||||||||
FBNK Finance SarL [Member] | |||||||||||||||||||||||||||||
Debt face amount | $ 56,100 | ||||||||||||||||||||||||||||
Debt interest rate | 4.50% | 4.50% | |||||||||||||||||||||||||||
Debt instrument, maturity date | Feb. 15, 2023 | ||||||||||||||||||||||||||||
Debt instrument nominal, shares | shares | 5,000 | ||||||||||||||||||||||||||||
Debt instrument redemption rate | 100.00% | ||||||||||||||||||||||||||||
Loss on extinguishment of debt | 11,100 | ||||||||||||||||||||||||||||
FBNK Finance SarL [Member] | EUR [Member] | |||||||||||||||||||||||||||||
Debt face amount | € | € 50,000 | ||||||||||||||||||||||||||||
Debt instrument nominal value | € | € 10,000 | ||||||||||||||||||||||||||||
Facebank AG and Nexway [Member] | |||||||||||||||||||||||||||||
Sale of investment | 56,100 | ||||||||||||||||||||||||||||
Fundigo LLC [Member] | Revenue Participation Agreement [Member ] | Purchase Price [Member] | |||||||||||||||||||||||||||||
Debt face amount | $ 10,000 | ||||||||||||||||||||||||||||
Debt interest rate | 145.00% | ||||||||||||||||||||||||||||
Proceeds from loans | $ 9,500 | ||||||||||||||||||||||||||||
Original issue discount | 500 | ||||||||||||||||||||||||||||
Fundigo LLC [Member] | Revenue Participation Agreement [Member ] | Revenue Purchased Amount [Member] | |||||||||||||||||||||||||||||
Debt face amount | $ 13,000 | $ 12,000 | |||||||||||||||||||||||||||
Repayment of notes | $ 14,500 | ||||||||||||||||||||||||||||
Fundigo LLC [Member] | Provision Agreement [Member] | Revenue Purchased Amount [Member] | |||||||||||||||||||||||||||||
Accrued interest | 3,100 | 3,100 | |||||||||||||||||||||||||||
Century Venture SA [Member] | Loan Agreement [Member] | |||||||||||||||||||||||||||||
Debt interest rate | 8.00% | ||||||||||||||||||||||||||||
Repayment of notes | $ 1,600 | ||||||||||||||||||||||||||||
Working capital | $ 1,600 | ||||||||||||||||||||||||||||
Access Road Capital LLC [Member] | Access Road Credit Agreement [Member] | |||||||||||||||||||||||||||||
Debt face amount | $ 10,000 | ||||||||||||||||||||||||||||
Debt interest rate | 1.30% | ||||||||||||||||||||||||||||
Debt instrument, maturity date | Jul. 16, 2023 | ||||||||||||||||||||||||||||
Secured Term Loan [Member] | AMC Networks Ventures, LLC [Member] | |||||||||||||||||||||||||||||
Debt face amount | $ 25,000 | ||||||||||||||||||||||||||||
Proceeds from loans | $ 23,800 | ||||||||||||||||||||||||||||
Proceeds from notes payable | 2,500 | ||||||||||||||||||||||||||||
Term loan outstanding | $ 22,500 | ||||||||||||||||||||||||||||
Debt instrument, maturity date | Apr. 6, 2023 | ||||||||||||||||||||||||||||
Secured Term Loan [Member] | London Interbank Offered Rate [Member] | |||||||||||||||||||||||||||||
Debt interest rate | 5.25% | ||||||||||||||||||||||||||||
Note Payable [Member] | Evolution AI Corporation [Member] | |||||||||||||||||||||||||||||
Debt face amount | $ 2,700 | ||||||||||||||||||||||||||||
Debt interest rate | 10.00% | ||||||||||||||||||||||||||||
Debt instrument, maturity date | Oct. 1, 2018 | ||||||||||||||||||||||||||||
Accrued interest | $ 1,600 | ||||||||||||||||||||||||||||
Number of shares acquired | shares | 15,000,000 | ||||||||||||||||||||||||||||
Note Payable [Member] | Evolution AI Corporation [Member] | Series X Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||
Conversion of Convertible Preferred Stock | shares | 10,000,000 | ||||||||||||||||||||||||||||
Interest And Penalties [Member] | Evolution AI Corporation [Member] | |||||||||||||||||||||||||||||
Accrued interest | 4,400 | $ 4,400 | |||||||||||||||||||||||||||
Notes payable, net of discount | $ 4,400 | $ 4,400 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Sep. 25, 2020 | Aug. 29, 2020 | May 11, 2020 | Apr. 23, 2020 | Apr. 02, 2020 | Mar. 19, 2020 | Sep. 30, 2020 | Sep. 29, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | May 25, 2020 |
Profits Share Liability Change in fair value | $ 100 | ||||||||||||
Reclassified of warrant liabilities to additional paid in capital | $ 13,500 | ||||||||||||
Change in fair value of subsidiary warrant liability | (3) | ||||||||||||
Number of warrants issued | 55,172 | 142,118 | 217,357 | ||||||||||
Convertible note, value | $ 400 | $ 1,100,000 | 259 | ||||||||||
Convertible Notes [Member] | |||||||||||||
Fair value of the warrant liability at grant date | $ 1,500 | 1,800 | |||||||||||
Monte Carlo [Member] | |||||||||||||
Fair value of the warrant liability at grant date | 4,400 | 14,800 | |||||||||||
ARETE Wealth Management [Member] | |||||||||||||
Reclassified of warrant liabilities to additional paid in capital | $ 15,000 | ||||||||||||
Fair value of the warrant liability at grant date | 400 | $ 700 | |||||||||||
Warrant purchase | 275,000 | ||||||||||||
Maximum [Member] | |||||||||||||
Warrant strike price | $ 5 | ||||||||||||
Minimum [Member] | |||||||||||||
Warrant strike price | $ 2.75 | ||||||||||||
Note Purchase Agreement [Member] | |||||||||||||
Number of common stock issued, shares | 900,000 | ||||||||||||
Convertible note, value | $ 1,700 | ||||||||||||
Note Purchase Agreement [Member] | FB Loan [Member] | |||||||||||||
Change in fair value of subsidiary warrant liability | 100 | 5,500 | |||||||||||
Number of common stock issued, shares | 900,000 | 900,000 | |||||||||||
Warrant purchase | 3,269,231 | ||||||||||||
Purchase Agreement [Member] | |||||||||||||
Reclassified of warrant liabilities to additional paid in capital | 12,000 | ||||||||||||
Purchase Agreement [Member] | Investors [Member] | |||||||||||||
Number of common stock issued, shares | 3,735,922 | ||||||||||||
Purchase Agreement [Member] | Investors [Member] | Warrants [Member] | |||||||||||||
Number of common stock issued, shares | 1,843,726 | 3,735,922 | |||||||||||
Purchase Agreements Investors [Member] | |||||||||||||
Fair value of the warrant liability at grant date | $ 1,300 | $ 1,300 | |||||||||||
Number of common stock issued, shares | 1,843,726 | ||||||||||||
Purchase Agreements Investors [Member] | Monte Carlo [Member] | |||||||||||||
Fair value of the warrant liability at grant date | $ 5,500 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Total Financial Assets at Fair Value | $ 1,965 | |
Convertible notes | 1,203 | |
Profit share liability | 1,971 | |
Derivative liability | 376 | |
Warrant liability - subsidiary | $ 21 | 24 |
Warrant Liability | 28,065 | |
Total Financial Liabilities at Fair Value | 3,574 | |
Financial Assets Fair Value [Member] | ||
Total Financial Assets at Fair Value | 1,965 | |
Level 1 [Member] | ||
Total Financial Assets at Fair Value | ||
Convertible notes | ||
Profit share liability | ||
Derivative liability | ||
Warrant liability - subsidiary | ||
Warrant Liability | ||
Total Financial Liabilities at Fair Value | ||
Level 1 [Member] | Financial Assets Fair Value [Member] | ||
Total Financial Assets at Fair Value | ||
Level 2 [Member] | ||
Total Financial Assets at Fair Value | 1,965 | |
Convertible notes | ||
Profit share liability | ||
Derivative liability | ||
Warrant liability - subsidiary | ||
Warrant Liability | ||
Total Financial Liabilities at Fair Value | ||
Level 2 [Member] | Financial Assets Fair Value [Member] | ||
Total Financial Assets at Fair Value | 1,965 | |
Level 3 [Member] | ||
Total Financial Assets at Fair Value | ||
Convertible notes | 1,203 | |
Profit share liability | 2,119 | 1,971 |
Derivative liability | 376 | |
Warrant liability - subsidiary | 21 | 24 |
Warrant Liability | 28,065 | |
Total Financial Liabilities at Fair Value | $ 30,205 | 3,574 |
Level 3 [Member] | Financial Assets Fair Value [Member] | ||
Total Financial Assets at Fair Value |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Liability for Derivatives and Warrants (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | ||||
Fair Values of Derivatives, Convertible Notes at beginning | $ 1,203 | |||
Fair Values of Derivatives, Convertible Notes Change in fair value | (206) | |||
Fair Values of Derivatives, Convertible Notes Additions | 3,583 | |||
Fair Values of Derivatives, Convertible Notes Redemptions | (4,580) | |||
Fair Values of Derivatives, Reclassification of warrant liabilities | ||||
Fair Values of Derivatives, Convertible Notes at end | ||||
Fair Values of Warrant Liability subsidiary at beginning | 24 | |||
Fair Values of Warrant Liability subsidiary Change in fair value | (3) | |||
Fair Values of Warrant Liability subsidiary Additions | ||||
Fair Values of Warrant Liability subsidiary Redemptions | ||||
Fair Values of Warrant Liability subsidiary Reclassification of warrant liabilities | ||||
Fair Values of Warrant Liability subsidiary at end | 21 | 21 | ||
Profits Interests Sold at beginning | 1,971 | |||
Profits Interests Sold Change in fair value | 148 | |||
Profits Interests Sold Additions | ||||
Profits Interests Sold Redemptions | ||||
Profits Interests Sold Reclassification of warrant liabilities | ||||
Profits Interests Sold at end | 2,119 | 2,119 | ||
Warrant Liability, at beginning | ||||
Warrant Liability, Change in fair value | (4,543) | (9,143) | ||
Warrant Liability, Additions | 50,743 | |||
Warrant Liability, Redemptions | ||||
Warrant Liability, Reclassification of warrant liabilities | (13,535) | |||
Warrant Liability, at end | 28,065 | 28,065 | ||
Embedded Put Option, at beginning | 376 | |||
Embedded Put Option, Change in fair value | (220) | |||
Embedded Put Option, Additions | 172 | |||
Embedded Put Option, Redemptions | (328) | |||
Embedded Put Option, Reclassification of warrant liabilities | ||||
Embedded Put Option, at end |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Warrant Liabilities, Change In Using Black Scholes to Monte Carlo Simulation Assumptions (Details) | Sep. 30, 2020Integer$ / shares | Sep. 29, 2020$ / shares | Apr. 23, 2020$ / shares | Apr. 02, 2020$ / shares |
Exercise Price | $ / shares | $ 3.06 | $ 9 | $ 7.74 | |
Fair value assumption, warrant Contractual term (years) | 3 years | 5 years | ||
Warrant Liability [Member] | ||||
Fair value of underlying common shares | $ / shares | $ 9 | |||
Exercise Price | $ / shares | $ 2.75 | |||
Warrant Liability [Member] | Expected Dividend Yield [Member] | ||||
Fair value of warrant liability, measurement input, percentage | ||||
Warrant Liability [Member] | Expected Volatility [Member] | ||||
Fair value of warrant liability, measurement input, percentage | 50.7 | |||
Warrant Liability [Member] | Risk Free Rate [Member] | ||||
Fair value of warrant liability, measurement input, percentage | 0.22 | |||
Warrant Liability [Member] | Contractual Term (Years) [Member] | ||||
Fair value assumption, warrant Contractual term (years) | 4 years 5 months 16 days | |||
Purchase Agreements Investors [Member] | ||||
Fair value of underlying common shares | $ / shares | $ 9 | |||
Exercise Price | $ / shares | 7 | |||
Purchase Agreements Investors [Member] | Monte Carlo [Member] | ||||
Fair value of underlying common shares | $ / shares | 9 | |||
Exercise Price | $ / shares | $ 9.25 | |||
Purchase Agreements Investors [Member] | Expected Dividend Yield [Member] | ||||
Fair value of warrant liability, measurement input, percentage | ||||
Purchase Agreements Investors [Member] | Expected Dividend Yield [Member] | Monte Carlo [Member] | ||||
Fair value of warrant liability, measurement input, percentage | ||||
Purchase Agreements Investors [Member] | Expected Volatility [Member] | Minimum [Member] | ||||
Fair value of warrant liability, measurement input, percentage | 73.6 | |||
Purchase Agreements Investors [Member] | Expected Volatility [Member] | Minimum [Member] | Monte Carlo [Member] | ||||
Fair value of warrant liability, measurement input, percentage | 69.7 | |||
Purchase Agreements Investors [Member] | Expected Volatility [Member] | Maximum [Member] | ||||
Fair value of warrant liability, measurement input, percentage | 74.3 | |||
Purchase Agreements Investors [Member] | Expected Volatility [Member] | Maximum [Member] | Monte Carlo [Member] | ||||
Fair value of warrant liability, measurement input, percentage | 71.2 | |||
Purchase Agreements Investors [Member] | Risk Free Rate [Member] | ||||
Fair value of warrant liability, measurement input, percentage | 0.12 | |||
Purchase Agreements Investors [Member] | Risk Free Rate [Member] | Monte Carlo [Member] | ||||
Fair value of warrant liability, measurement input, percentage | 0.12 | |||
Purchase Agreements Investors [Member] | Contractual Term (Years) [Member] | Minimum [Member] | ||||
Fair value assumption, warrant Contractual term (years) | 1 year 1 month 13 days | |||
Purchase Agreements Investors [Member] | Contractual Term (Years) [Member] | Minimum [Member] | Monte Carlo [Member] | ||||
Fair value assumption, warrant Contractual term (years) | 1 year 4 months 20 days | |||
Purchase Agreements Investors [Member] | Contractual Term (Years) [Member] | Maximum [Member] | ||||
Fair value assumption, warrant Contractual term (years) | 1 year 2 months 8 days | |||
Purchase Agreements Investors [Member] | Contractual Term (Years) [Member] | Maximum [Member] | Monte Carlo [Member] | ||||
Fair value assumption, warrant Contractual term (years) | 1 year 5 months 27 days | |||
ARETE Wealth Management [Member] | ||||
Fair value of underlying common shares | $ / shares | $ 9 | |||
Exercise Price | $ / shares | $ 5 | |||
ARETE Wealth Management [Member] | Expected Dividend Yield [Member] | ||||
Fair value of warrant liability, measurement input, percentage | ||||
ARETE Wealth Management [Member] | Expected Volatility [Member] | ||||
Fair value of warrant liability, measurement input, percentage | 60 | |||
ARETE Wealth Management [Member] | Risk Free Rate [Member] | ||||
Fair value of warrant liability, measurement input, percentage | 0.27 | |||
ARETE Wealth Management [Member] | Contractual Term (Years) [Member] | ||||
Fair value assumption, warrant Contractual term (years) | 4 years 7 months 6 days |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||||
Convertible notes outstanding | $ 1,400 | |||
Repayment of convertible notes payable | 2,800 | 3,913 | $ 523 | |
Interest expense | $ 900 | $ 900 |
Temporary Equity (Details Narra
Temporary Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Mar. 06, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Proceeds from the issuance of Series D Preferred Stock | $ 203 | $ 450 | ||
Series D Convertible Preferred stock, shares outstanding | 0 | 461,839 | ||
Series D Convertible Preferred Stock [Member] | ||||
Cumulative cash dividend rate | 8.00% | |||
Dividend price per share | $ 1 | |||
Cash dividend, description | Holders of shares of the Series D Preferred Stock were entitled to receive, cumulative cash dividends at the rate of 8% on $1.00 per share of the Series D Preferred Stock per annum (equivalent to $0.08 per annum per share), subject to adjustment. | |||
Trading price, price limit to be classified as temporary equity | $ 0.35 | |||
Preferred stock, increased par value | $ 1.29 | |||
Bifurcated redemption feature recognized | $ 200 | |||
Stock Purchase Agreement [Member] | Series D Convertible Preferred Stock [Member] | ||||
Temporary equity, number of shares to be issued | 203,000 | |||
Proceeds from the issuance of Series D Preferred Stock | $ 203 | |||
Series D Convertible Preferred stock, shares outstanding | 682,000 | |||
Temporary equity, number of shares redeemed | 659,000 | |||
Number of shares exchanged, value | $ 900 |
Temporary Equity - Schedule of
Temporary Equity - Schedule of Temporary Equity (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($)shares | |
Total temporary equity, beginning balance | $ | $ 462 |
Total temporary equity, shares, beginning balance | shares | 461,839 |
Total temporary equity, ending balance | $ | |
Total temporary equity, shares, ending balance | shares | 0 |
Series D Preferred Stock [Member] | |
Total temporary equity, beginning balance | $ | $ 462 |
Total temporary equity, shares, beginning balance | shares | 461,839 |
Issuance of Series D convertible preferred stock for cash | $ | $ 203 |
Issuance of Series D convertible preferred stock for cash, shares | shares | 203,000 |
Offering cost related to issuance of Series D convertible preferred stock | $ | $ (3) |
Offering cost related to issuance of Series D convertible preferred stock, shares | shares | |
Deemed dividends related to immediate accretion of offering cost | $ | $ 3 |
Deemed dividends related to immediate accretion of offering cost, shares | shares | |
Accrued Series D preferred stock dividends | $ | $ 17 |
Accrued Series D preferred stock dividends, shares | shares | 17,198 |
Bifurcated redemption feature of Series D convertible preferred stock | $ | $ (171) |
Bifurcated redemption feature of Series D convertible preferred stock, shares | shares | |
Deemed dividends related to immediate accretion of bifurcated redemption feature of Series D convertible preferred stock | $ | $ 171 |
Deemed dividends related to immediate accretion of bifurcated redemption feature of Series D convertible preferred stock, shares | shares | |
Redemption of Series D preferred stock (including accrued dividends) | $ | $ (682) |
Redemption of Series D preferred stock (including accrued dividends), shares | shares | (682,037) |
Total temporary equity, ending balance | $ | |
Total temporary equity, shares, ending balance | shares |
Temporary Equity - Schedule o_2
Temporary Equity - Schedule of Redemption of Preferred Stock Issued (Details) - Series D Preferred Stock [Member] $ / shares in Units, $ in Thousands | Mar. 06, 2020USD ($)$ / sharesshares |
Series D preferred stock issued | shares | 659,000 |
Per share value | $ / shares | $ 1 |
Series D preferred stock value | $ 659 |
Accrued dividends | 23 |
Preferred stock redemption gross | $ 682 |
Redemption percentage | 1.29% |
Total | $ 880 |
Stockholders' Equity_ (Defici_3
Stockholders' Equity/ (Deficit) (Details Narrative) - USD ($) | Oct. 08, 2020 | Aug. 28, 2020 | Jul. 10, 2020 | Jul. 02, 2020 | Apr. 23, 2020 | Apr. 02, 2020 | Apr. 02, 2020 | Mar. 20, 2020 | Mar. 19, 2020 | Feb. 20, 2020 | Jan. 02, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 29, 2020 | Jun. 08, 2020 | May 25, 2020 | Apr. 28, 2020 | Dec. 31, 2019 |
Reserved for issuance to certain shareholders | 713,215 | |||||||||||||||||||||||
Value of common stock shares issued | $ 20,000,000 | $ 2,297,000 | $ 717,000 | $ 422,000 | $ 1,778,000 | |||||||||||||||||||
Shares issued during period for services, value | 101,000 | |||||||||||||||||||||||
Stock options exercised | 324,000 | $ (226,740) | ||||||||||||||||||||||
Stock-based compensation expense | 6,300,000 | 24,100,000 | ||||||||||||||||||||||
Term of granted options | 7 years 3 months 19 days | |||||||||||||||||||||||
Unrecognized stock-based compensation expense | 50,600,000 | $ 50,600,000 | ||||||||||||||||||||||
Options recognization period | 3 years 1 month 6 days | |||||||||||||||||||||||
Fair value of warrants | (831,000) | $ (3,000) | (4,432,000) | |||||||||||||||||||||
Number of warrants issued | 55,172 | 142,118 | 142,118 | 217,357 | ||||||||||||||||||||
Convertible note, value | $ 400,000 | $ 1,100,000,000 | $ 259,000 | |||||||||||||||||||||
Warrant exercise price, per share | $ 9 | $ 7.74 | $ 7.74 | $ 3.06 | ||||||||||||||||||||
Warrant term | 3 years | 5 years | 5 years | |||||||||||||||||||||
Common stock warrants | 359,475 | |||||||||||||||||||||||
2014 Equity Incentive Stock Plan [Member] | ||||||||||||||||||||||||
Options granted | 16,667 | |||||||||||||||||||||||
Stock option, exercise price | $ 1.32 | |||||||||||||||||||||||
Term of granted options | 10 years | |||||||||||||||||||||||
Number of stock options issued and outstanding | 8,051,098 | |||||||||||||||||||||||
2020 Equity Incentive Stock Plan [Member] | ||||||||||||||||||||||||
Options granted | 19,000,000 | 12,116,646 | ||||||||||||||||||||||
Market and Service Condition Based Options [Member] | ||||||||||||||||||||||||
Options granted | 3,078,297 | |||||||||||||||||||||||
Note Purchase Agreement [Member] | ||||||||||||||||||||||||
Value of common stock shares issued | $ 7,500,000 | |||||||||||||||||||||||
Issuance of common stock shares for cash | 900,000 | |||||||||||||||||||||||
Share issued price per share | $ 8.35 | $ 10 | ||||||||||||||||||||||
Convertible note, value | $ 1,700,000 | |||||||||||||||||||||||
Note Purchase Agreement [Member] | FB Loan [Member] | ||||||||||||||||||||||||
Value of common stock shares issued | $ 7,300,000 | $ 9,100,000 | ||||||||||||||||||||||
Issuance of common stock shares for cash | 900,000 | 900,000 | ||||||||||||||||||||||
Share issued price per share | $ 8.15 | $ 10 | ||||||||||||||||||||||
Fair value of warrants | $ 15,600,000 | |||||||||||||||||||||||
Warrant exercise price, per share | $ 5 | |||||||||||||||||||||||
Joint Business Development Agreement [Member] | Restricted Common Stock [Member] | ||||||||||||||||||||||||
Shares issued during period for services, shares | 200,000 | |||||||||||||||||||||||
Shares issued during period for services, value | $ 1,800,000 | |||||||||||||||||||||||
Digital Likeness Development Agreement [Member] | ||||||||||||||||||||||||
Shares issued during period for services, shares | 62,500 | |||||||||||||||||||||||
Shares issued during period for services, value | $ 600,000 | |||||||||||||||||||||||
Share Purchase Agreement [Member] | ||||||||||||||||||||||||
Gain on transaction recognized | 7,600,000 | |||||||||||||||||||||||
Mayweather Agreement [Member] | ||||||||||||||||||||||||
Options granted | 280,000 | |||||||||||||||||||||||
Fair value of stock options granted | $ 1,031,000 | |||||||||||||||||||||||
Stock option, exercise price | $ 7.20 | |||||||||||||||||||||||
Term of granted options | 5 years | |||||||||||||||||||||||
Stock option expiration date | Dec. 21, 2024 | |||||||||||||||||||||||
Purchase Agreements [Member] | ||||||||||||||||||||||||
Number of warrants issued | 3,735,922 | |||||||||||||||||||||||
Warrant exercise price, per share | $ 7 | |||||||||||||||||||||||
Warrant term | 1 year 6 months | |||||||||||||||||||||||
August 20, 2020 and September 29, 2020 [Member] | ||||||||||||||||||||||||
Number of warrants issued | 1,843,726 | |||||||||||||||||||||||
Warrant exercise price, per share | $ 9.25 | |||||||||||||||||||||||
Warrant term | 1 year 6 months | |||||||||||||||||||||||
C2A2 Corp, AG Ltd, Aston Fallen [Member] | Share Purchase Agreement [Member] | ||||||||||||||||||||||||
Issuance of common stock shares for cash | 1,200,000 | |||||||||||||||||||||||
Share issued price per share | $ 0.0001 | |||||||||||||||||||||||
Number of shares acquired, during period | 1,000 | |||||||||||||||||||||||
Number of shares redeemed | 3,633,114 | |||||||||||||||||||||||
Number of shares exchanged | 4,833,114 | |||||||||||||||||||||||
Common stock redemption, price per share | $ 0.0001 | |||||||||||||||||||||||
ARETE Wealth Management [Member] | ||||||||||||||||||||||||
Number of warrants issued | 275,000 | |||||||||||||||||||||||
Warrant exercise price, per share | $ 5 | |||||||||||||||||||||||
Issuance of Common Stock for Cash [Member] | Credit Suisse Capital LLC [Member] | ||||||||||||||||||||||||
Value of common stock shares issued | $ 20,000,000 | |||||||||||||||||||||||
Issuance of common stock shares for cash | 2,162,163 | |||||||||||||||||||||||
Share issued price per share | $ 9.25 | |||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||
Value of common stock shares issued | ||||||||||||||||||||||||
Issuance of common stock shares for cash | 2,162,163 | 795,593 | 217,271 | 386,792 | 378,098 | |||||||||||||||||||
Shares issued during period for services, shares | 15,009 | |||||||||||||||||||||||
Shares issued during period for services, value | ||||||||||||||||||||||||
Options granted | 15,000 | 343,789 | 1,040,000 | |||||||||||||||||||||
Stock options exercised | ||||||||||||||||||||||||
Stock options exercised during period shares | 226,740 | |||||||||||||||||||||||
Common Stock [Member] | Pulse Evolution Corporation [Member] | ||||||||||||||||||||||||
Value of common stock shares issued | $ 2,753,819,000 | |||||||||||||||||||||||
Common stock issued in exchange for subsidiary shares | 17,950,055 | |||||||||||||||||||||||
Reduction of noncontrolling interest | $ 2,000,000 | |||||||||||||||||||||||
Consulting Services [Member] | ||||||||||||||||||||||||
Shares issued during period for services, shares | 275,000 | |||||||||||||||||||||||
Shares issued during period for services, value | $ 2,300,000 | |||||||||||||||||||||||
Consulting Services One [Member] | ||||||||||||||||||||||||
Shares issued during period for services, shares | 343,789 | 2,500 | ||||||||||||||||||||||
Shares issued during period for services, value | $ 3,100,000 | $ 26,000 | ||||||||||||||||||||||
Issuance of Common Stock for Exercise of Stock Options [Member] | ||||||||||||||||||||||||
Share issued price per share | $ 1.43 | $ 1.43 | ||||||||||||||||||||||
Options granted | 226,740 | |||||||||||||||||||||||
Stock options exercised | $ 300,000 | |||||||||||||||||||||||
Issuance of Common Stock in Connection with Convertible Notes [Member] | ||||||||||||||||||||||||
Value of common stock shares issued | $ 300,000 | |||||||||||||||||||||||
Issuance of common stock shares for cash | 62,500 | |||||||||||||||||||||||
Options [Member] | ||||||||||||||||||||||||
Options granted | 280,000 | |||||||||||||||||||||||
Fair value of stock options granted | $ 62,800,000 | $ 300,000 | ||||||||||||||||||||||
Stock options exercised during period shares | 226,740 | |||||||||||||||||||||||
Stock option, exercise price | $ 1.43 | |||||||||||||||||||||||
Options [Member] | 2020 Equity Incentive Stock Plan [Member] | ||||||||||||||||||||||||
Options granted | 1,394,860 | 7,141,899 | ||||||||||||||||||||||
FB Loan Warrant[Member] | Note Purchase Agreement [Member] | ||||||||||||||||||||||||
Warrant to purchase common stock shares | 3,269,231 | |||||||||||||||||||||||
Fair value of warrants | $ 15,600,000 | |||||||||||||||||||||||
Officer [Member] | Issuance of Common Stock for Employee Compensation [Member] | ||||||||||||||||||||||||
Value of common stock shares issued | $ 2,700,000 | |||||||||||||||||||||||
Issuance of common stock shares for cash | 300,000 | |||||||||||||||||||||||
Share issued price per share | $ 9 | |||||||||||||||||||||||
Shares issued during period for services, shares | 200,000 | |||||||||||||||||||||||
Shares issued during period for services, value | $ 1,600,000 | |||||||||||||||||||||||
Non-Employee [Member] | ||||||||||||||||||||||||
Options granted | 343,047 | |||||||||||||||||||||||
Stock option, exercise price | $ 0.23 | |||||||||||||||||||||||
Private Placement [Member] | Investors [Member] | ||||||||||||||||||||||||
Value of common stock shares issued | $ 500,000 | $ 2,300,000 | ||||||||||||||||||||||
Issuance of common stock shares for cash | 170,391 | 795,593 | ||||||||||||||||||||||
Purchase Agreement [Member] | Investors [Member] | ||||||||||||||||||||||||
Value of common stock shares issued | $ 48,200,000 | |||||||||||||||||||||||
Issuance of common stock shares for cash | 5,212,753 | |||||||||||||||||||||||
Share issued price per share | $ 9.25 | |||||||||||||||||||||||
Purchase Agreement [Member] | Investors [Member] | May 11, 2020 to June 8, 2020 [Member] | ||||||||||||||||||||||||
Value of common stock shares issued | $ 26,100,000 | |||||||||||||||||||||||
Issuance of common stock shares for cash | 3,735,922 | |||||||||||||||||||||||
Share issued price per share | $ 7 | $ 7 | ||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||
Preferred stock, shares authorized | 5,000,000 | |||||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | |||||||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||||
Preferred stock, shares authorized | 1,000,000 | |||||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | |||||||||||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||||||||||
Preferred stock, shares authorized | 41,000,000 | |||||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | |||||||||||||||||||||||
Series X Preferred Stock [Member] | ||||||||||||||||||||||||
Preferred stock, shares authorized | 1,000,000 | |||||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | |||||||||||||||||||||||
Series AA Convertible Preferred Stock [Member] | ||||||||||||||||||||||||
Preferred stock, shares authorized | 35,800,000 | 35,800,000 | 35,800,000 | 35,800,000 | ||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||
Preferred stock voting rights | Each share of Series AA Preferred Stock shall have 0.8 votes per share (the Voting Rate") on any matter submitted to the holders of the Common Stock for a vote and shall vote together with the Common Stock on such matters for as long as the Series AA Preferred Stock is outstanding. | Each share of Series AA Convertible Preferred Stock is entitled to 0.8 votes per share and is convertible into two shares of our common stock, only in connection with the sale of such shares on an arms length basis either pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act or pursuant to an effective registration statement under the Securities Act. |
Stockholders' Equity_ (Defici_4
Stockholders' Equity/ (Deficit) - Schedule of Stock options Assumptions (Details) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Dividend yield | 0.00% | 0.00% |
Expected volatility, minimum | 45.00% | 45.00% |
Expected volatility, maximum | 57.00% | |
Risk free rate, minimum | 0.23% | 0.23% |
Risk free rate, maximum | 0.38% | 0.58% |
Market and Service Condition Based Options [Member] | ||
Dividend yield | 0.00% | |
Expected volatility, minimum | 76.00% | |
Expected volatility, maximum | 88.10% | |
Risk free rate, minimum | 0.24% | |
Risk free rate, maximum | 0.30% | |
Minimum [Member] | ||
Derived service period | 5 years 3 months 19 days | 5 years 3 months 19 days |
Minimum [Member] | Market and Service Condition Based Options [Member] | ||
Derived service period | 1 year 7 months 2 days | |
Maximum [Member] | ||
Derived service period | 6 years 1 month 6 days | 6 years 1 month 6 days |
Maximum [Member] | Market and Service Condition Based Options [Member] | ||
Derived service period | 1 year 10 months 28 days |
Stockholders' Equity_ (Defici_5
Stockholders' Equity/ (Deficit) - Schedule of Stock Option Activity (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Number of Shares Outstanding, Beginning Balance | 16,667 | |
Number of Shares Outstanding, Options assumed from merger | 8,051,098 | |
Number of Shares Outstanding, Granted | 7,141,899 | |
Number of Shares Outstanding, Exercised | $ 324,000 | $ (226,740) |
Number of Shares Outstanding, Forfeited or expired | (389,008) | |
Number of Shares Outstanding, Ending Balance | 14,593,916 | 14,593,916 |
Number of Shares, Options Vested and Exercisable, Ending Balance | 6,081,567 | 6,081,567 |
Weighted Average Exercise Price, Beginning Balance | $ 28.20 | |
Weighted Average Exercise Price, Options assumed from merger | 1.31 | |
Weighted Average Exercise Price, Granted | 8.79 | |
Weighted Average Exercise Price, Exercised | 1.43 | |
Weighted Average Exercise Price, Forfeited or expired | 0.83 | |
Weighted Average Exercise Price, Ending Balance | $ 4.99 | 4.99 |
Weighted Average Exercise Price Options Vested and Exercisable, Ending Balance | $ 2.01 | $ 2.01 |
Total Intrinsic Value, Beginning Balance | ||
Total Intrinsic Value, Granted | ||
Total Intrinsic Value, Ending Balance | $ 61,234 | $ 61,234 |
Total Intrinsic Value Options Vested and Exercisable, Ending Balance | $ 42,736 | $ 42,736 |
Weighted Average Remaining Contractual Life (in Years), Beginning Balance | 7 years 3 months 19 days | |
Weighted Average Remaining Contractual Life (in Years), Ending Balance | 8 years 2 months 12 days | |
Weighted Average Remaining Contractual Life (in Years) Options vested and Exercisable, Ending Balance | 6 years 10 months 25 days | |
Market and Service Condition Based Options [Member] | ||
Number of Shares Outstanding, Beginning Balance | ||
Number of Shares Outstanding, Granted | 3,078,297 | |
Number of Shares Outstanding, Ending Balance | 3,078,297 | 3,078,297 |
Weighted Average Exercise Price, Beginning Balance | ||
Weighted Average Exercise Price, Granted | 9.69 | |
Weighted Average Exercise Price, Ending Balance | $ 9.69 | 9.69 |
Weighted Average Exercise Price Options Vested and Exercisable, Ending Balance | $ 9.69 | $ 9.69 |
Total Intrinsic Value, Ending Balance | $ 450 | $ 450 |
Weighted Average Remaining Contractual Life (in Years), Granted | 6 years 9 months 18 days | |
Weighted Average Remaining Contractual Life (in Years), Ending Balance | 6 years 7 months 6 days | |
Weighted Average Remaining Contractual Life (in Years) Options vested and Exercisable, Ending Balance | 6 years 7 months 6 days |
Stockholders' Equity_ (Defici_6
Stockholders' Equity/ (Deficit) - Summary of Outstanding Warrants Activity (Details) $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($)$ / sharesshares | |
Equity [Abstract] | |
Number of Warrants Outstanding, Beginning Balance | shares | 200,007 |
Number of Warrants Outstanding, Issued | shares | 9,538,526 |
Number of Warrants Outstanding, Expired | shares | (200,000) |
Number of Warrants Outstanding, Ending Balance | shares | 9,538,533 |
Number of Warrants Exercisable, Ending Balance | shares | 9,538,533 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 13.31 |
Weighted Average Exercise Price, Issued | $ / shares | 6.62 |
Weighted Average Exercise Price, Expired | $ / shares | |
Weighted Average Exercise Price, Ending Balance | $ / shares | 5.83 |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 5.83 |
Total Intrinsic Value, Beginning Balance | $ | |
Total Intrinsic Value, Issued | $ | 23,119 |
Total Intrinsic Value, Expired | $ | |
Total Intrinsic Value, Ending Balance | $ | 32,670 |
Total Intrinsic Value, Warrants exercisable Ending Balance | $ | $ 32,670 |
Weighted Average Remaining Contractual Life (in Years), Beginning Balance | 2 months 12 days |
Weighted Average Remaining Contractual Life (in Years), Granted | 1 year 8 months 12 days |
Weighted Average Remaining Contractual Life (in Years), Ending Balance | 2 years 7 months 6 days |
Weighted Average Remaining Contractual Life (in Years), Exercisable Ending Balance | 2 years 7 months 6 days |
Leases (Details Narrative)
Leases (Details Narrative) $ in Thousands | Apr. 02, 2020USD ($) | Feb. 14, 2019USD ($) | Feb. 29, 2020USD ($)ft² | Sep. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 19, 2019USD ($) |
Right of use assets | $ 4,886 | $ 3,519 | |||||
Operating lease liabilities | $ 4,900 | ||||||
Welltower, Inc [Member] | |||||||
Area of land | ft² | 6,300 | ||||||
Nexway AG [Member] | |||||||
Right of use assets | $ 0 | 3,500 | $ 3,600 | ||||
Operating lease liabilities | $ 0 | $ 3,500 | $ 3,600 | ||||
Fubo TV Pre-Merger [Member] | |||||||
Annual rent | $ 455 | ||||||
Right of use assets | $ 5,400 | ||||||
Operating lease liabilities | $ 5,400 | ||||||
Operaitng lease, description | As part of the acquisition of fuboTV on April 1, 2020, the Company recognized right of use assets and lease liabilities of $5.4 million for three operating leases. fuboTV had entered into a lease agreement in April 2017 (the "Lease") for approximately 10,000 square feet of office space in New York, NY. The lease commenced in April 2017 and the initial term of the lease is for a period of ten years with an option to renew for an additional five years. The renewal option is not considered in the remaining lease term as the Company is not reasonably certain that it will exercise such option. On January 30, 2018, the Company amended their lease agreement to add approximately 6,600 square feet of office space ("Additional Leased Space"). The lease term commenced in February 2018 and is effective through March 2021. | ||||||
March 1, 2019 Until August 31, 2020 [Member] | |||||||
Annual rent | $ 89 | ||||||
August 31, 2021 [Member] | |||||||
Annual rent | 95 | ||||||
August 31, 2022 [Member] | |||||||
Annual rent | $ 98 |
Leases - Schedule of Operating
Leases - Schedule of Operating Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Leases [Abstract] | ||
Operating lease cost | $ 312 | $ 623 |
Variable lease cost | ||
Operating lease expense | 312 | 623 |
Short-term lease rent expense | ||
Total rent expense | $ 312 | $ 623 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ 305 | $ 610 |
Right-of-use assets exchanged for operating lease liabilities | $ 5,373 | $ 5,373 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Payments for Operating Leases (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Leases [Abstract] | |
Year Ended December 31, 2020 | $ 305 |
Year Ended December 31, 2021 | 1,030 |
Year Ended December 31, 2022 | 778 |
Year Ended December 31, 2023 | 805 |
Year Ended December 31, 2024 | 805 |
Thereafter | 2,111 |
Total | 5,834 |
Less present value discount | (934) |
Operating lease liabilities | $ 4,900 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands | Sep. 09, 2014 | Jul. 18, 2014 | Jul. 31, 2015 | Sep. 30, 2020 | Dec. 31, 2019 | Aug. 27, 2018 |
Plaintiffs seek monetary damages | $ 6,000 | |||||
Evolution AI Corporation [Member] | ||||||
Investment | $ 75 | |||||
PEC [Member] | ||||||
Purchase of restricted shares, shares | 750,000 | |||||
Purchase of restricted, value | $ 300 | |||||
Purchase shares from related party | 800,000 | |||||
Closed Litigation [Member] | ||||||
Loss contingency, accrued | $ 500 | $ 500 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Oct. 22, 2020 | Oct. 08, 2020 | Sep. 30, 2020 |
Repayment of debt | $ 1,600 | ||
Subsequent Event [Member] | Public Offering [Member] | |||
Number of shares sold in offering | 18,300,000 | ||
Sale of stock price per share | $ 10 | ||
Net proceeds from offering of shares | $ 170,200 | ||
Subsequent Event [Member] | Investment Bankers [Member] | |||
Number of shares sold in offering | 1,406,708 | ||
Sale of stock price per share | $ 10 | ||
Net proceeds from offering of shares | $ 13,100 |