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0001484769
fuboTV Inc. /FL
0001484769
2024-08-06
2024-08-06
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): August 6, 2024
FUBOTV
INC.
(Exact
name of registrant as specified in its charter)
| Florida |
|
001-39590 |
|
26-4330545 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
Number) |
1290
Avenue of the Americas
New York, NY 10104
(Address
of principal executive offices) (Zip Code)
(212)
672-0055
(Registrant’s
telephone number, including area code)
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, par value $0.0001 per share |
|
FUBO |
|
New
York Stock Exchange |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On
August 6, 2024, fuboTV Inc. announced its financial results for the three months ended June 30, 2024. The full text of the shareholder
letter and press release issued in connection with the announcement are attached as Exhibits 99.1 and 99.2, respectively, to this Current
Report on Form 8-K.
The
information in this Item 2.02, including the information contained in Exhibits 99.1 and 99.2 of this Current Report on Form 8-K, shall
not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing
under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
The
following exhibits relating to Item 2.02 shall be deemed to be furnished, and not filed:
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
|
|
| |
FUBOTV
INC.
|
| |
|
|
| Date:
August 6, 2024 |
By: |
/s/
David Gandler |
| |
|
David
Gandler |
| |
|
Chief
Executive Officer |
Exhibit 99.1
August
6, 2024
Fellow
Shareholders:
We
delivered excellent results in 2Q24. Compared to 2Q23, we grew North America revenue by 26% and subscribers by 24%, exceeding our forecasts.
Globally, we successfully achieved meaningful top-line growth alongside continued progress towards our profitability goals and improvements
in cash usage, with a year-over-year improvement in Net Loss of $28.4 million1, Adjusted EBITDA of $19.6 million, Net cash
used in operating activities of $39.2 million and Free Cash Flow of $40.5 million. These results attest to our ongoing focus on operational
excellence and efficiency. This furthermore represents the sixth consecutive quarter of year-over-year improvement in our global profitability
metrics, and the corresponding incremental margin demonstrates the operating leverage in our business as we scale.
We
remain focused on delighting our users with a seamless product that aggregates a portfolio of sports and entertainment programming at
compelling price points. During the quarter we continued to make strategic investments in product and technology, which we see as key
focus areas enhancing the user experience, increasing monetization and making great progress on our path to profitability.
In
our last shareholder letter, we described our antitrust lawsuit, which we filed in response to anticompetitive practices by Disney, Fox,
and Warner Brothers Discovery harming Fubo, industry competition, and consumers.
We
firmly believe in the lawsuit’s merits and appreciate public support from DIRECTV, Dish Network, Newsmax, the American Economic
Liberties Project, Sports Fans Coalition, the Open Markets Institute and the Electronic Frontier Foundation.
Fubo
continues to fight for consumer choice, fair pricing and innovative products, achievable only in a competitive streaming market.
1
Our consolidated Net Loss for 2Q24 was $25.7 million, which includes net income of $106 thousand from discontinued operations.
Net Loss from continuing operations was $25.8 million.
1 |
Note:
Except as otherwise indicated, financial information presented and discussed in this letter reflects Fubo’s results on a continuing
operations basis, which excludes our former wagering reportable segment. See “Basis of Presentation – Continuing Operations”
below for further detail.
Summary
Financials ($
in millions) Global | |
| 2Q23 | | |
| 3Q23 | | |
| 4Q23 | | |
| 1Q24 | | |
| 2Q24 | |
| Revenue | |
$ | 312.7 | | |
$ | 320.9 | | |
$ | 410.2 | | |
$ | 402.3 | | |
$ | 391.0 | |
| Year-over-Year % | |
| +40.8 | % | |
| +42.6 | % | |
| +28.5 | % | |
| +24.0 | % | |
| +25.0 | % |
| Total Operating Expenses | |
$ | 365.2 | | |
$ | 404.2 | | |
$ | 482.3 | | |
$ | 465.7 | | |
$ | 426.6 | |
| Year-over-Year % | |
| +16.5 | % | |
| +23.0 | % | |
| +16.7 | % | |
| +14.7 | % | |
| +16.8 | % |
| Net Loss | |
$ | -54.2 | | |
$ | -84.4 | | |
$ | -71.0 | | |
$ | -56.3 | | |
$ | -25.8 | |
| Year-over-Year
(Abs.) | |
| +$40.8 | | |
| +$21.4 | | |
| +$24.9 | | |
| +$27.0 | | |
| +$28.4 | |
| Adjusted EBITDA | |
$ | -30.5 | | |
$ | -61.4 | | |
$ | -50.1 | | |
$ | -38.8 | | |
$ | -11.0 | |
| Year-over-Year
(Abs.) | |
| +$39.6 | | |
| +$21.6 | | |
| +$25.3 | | |
| +$20.1 | | |
| +$19.6 | |
| Free Cash Flow | |
$ | -75.8 | | |
$ | -32.4 | | |
$ | -5.9 | | |
$ | -71.3 | | |
$ | -35.3 | |
| Year-over-Year
(Abs.) | |
| +$8.7 | | |
| +$37.3 | | |
| +$14.7 | | |
| +$9.7 | | |
| +$40.5 | |
| North
America (NA) | |
| 2Q23 | | |
| 3Q23 | | |
| 4Q23 | | |
| 1Q24 | | |
| 2Q24 | |
| Subscribers (thousands) | |
| 1,167 | | |
| 1,477 | | |
| 1,618 | | |
| 1,511 | | |
| 1,450 | |
| Year-over-Year % | |
| +23.3 | % | |
| +20.0 | % | |
| +11.9 | % | |
| +17.6 | % | |
| +24.2 | % |
| Revenue ($ in millions) | |
$ | 304.6 | | |
$ | 312.5 | | |
$ | 401.8 | | |
$ | 394.0 | | |
$ | 382.7 | |
| Year-over-Year % | |
| +40.9 | % | |
| +42.6 | % | |
| +28.7 | % | |
| +24.5 | % | |
| +25.6 | % |
| ARPU | |
$ | 81.62 | | |
$ | 83.51 | | |
$ | 86.65 | | |
$ | 84.54 | | |
$ | 85.69 | |
| Rest
of World (ROW) | |
| 2Q23 | | |
| 3Q23 | | |
| 4Q23 | | |
| 1Q24 | | |
| 2Q24 | |
| Subscribers (thousands) | |
| 394 | | |
| 411 | | |
| 406 | | |
| 397 | | |
| 399 | |
| Year-over-Year % | |
| +13.6 | % | |
| +14.9 | % | |
| -3.2 | % | |
| +4.9 | % | |
| +1.3 | % |
| Revenue ($ in millions) | |
$ | 8.2 | | |
$ | 8.4 | | |
$ | 8.4 | | |
$ | 8.4 | | |
$ | 8.3 | |
| Year-over-Year % | |
| +39.6 | % | |
| +45.1 | % | |
| +17.5 | % | |
| +7.2 | % | |
| +1.8 | % |
| ARPU | |
$ | 6.91 | | |
$ | 6.98 | | |
$ | 6.81 | | |
$ | 7.00 | | |
$ | 7.02 | |
2 |
3Q
and FY Guidance2
| Guidance
(NA) | |
3Q24 | | |
FY24 | |
| Revenue ($ in millions) | |
$ | 360.0-$370.0 | | |
$ | 1,570.0-$1,590.0 | |
| Subscribers (thousands) | |
| 1,605-1,625 | | |
| 1,725-1,745 | |
| Guidance
(ROW) | |
3Q24 | | |
FY24 | |
| Revenue ($ in millions) | |
$ | 8.0-$9.0 | | |
$ | 33.0-$35.0 | |
| Subscribers (thousands) | |
| 397-402 | | |
| 395-405 | |
2Q24
Financial Results
Net
Loss from continuing operations in 2Q24 was $25.8 million, leading to an earnings per share (EPS) loss of $0.08. This compares favorably
to a Net Loss from continuing operations of $54.2 million, or an EPS loss of $0.19, in 2Q23. Adjusted EPS loss in 2Q24 was $0.04, compared
to an adjusted EPS loss of $0.12 in 2Q23. Adjusted EPS excludes the impact of stock-based compensation, amortization of intangibles,
gain on extinguishment of debt and amortization of debt premium (discount), net, and certain litigation expenses.
In
2Q24 Adjusted EBITDA was -$11.0 million, a $19.6 million improvement when compared to 2Q23. This reduction was a result of our continued
focus on efficient growth and cost control.
2
Given the many unknowns related to the potential launch of Venu Sports (“Venu”), the proposed sports streaming joint
venture between the Walt Disney Company, Fox Corporation, and Warner Bros. Discovery, including the outcome of our antitrust lawsuit
and the Department of Justice’s reported investigation, our guidance and other statements in this letter with respect to Fubo’s
financial condition and our anticipated financial performance in future periods do not reflect any potential impact of the launch to
our business. See also “Risks Related to Venu Sports” below.
3 |
Cash
Flow and Capital Structure
Net
cash used in operating activities in 2Q24 was -$31.9 million, a $39.2 million improvement compared to 2Q23, and Free Cash Flow in 2Q24
was -$35.3 million, an improvement of $40.5 million compared to 2Q23. This improvement, as with our improvement in Adjusted EBITDA, was
a result of operating leverage and various efficiencies throughout the business.
During
2Q24 we took steps to bolster our balance sheet and optimize our capital structure. We raised $36.9 million in net proceeds through our
At-The-Market (ATM) program. In addition, we repurchased $46.9 million face value of our 2026 convertible notes at prices significantly
below par value3. Since the fourth quarter of 2023, we have reduced our level of debt outstanding by $80.2 million while also
eliminating the potential dilution associated with the repurchased convertible notes. Having done so evidences our continued commitment
to judiciously reducing our leverage as well as improving the quality of our balance sheet. Indeed, we ended the quarter with $161.3
million in cash, cash equivalents and restricted cash on hand. Following the debt repurchase transactions described above, we now have
no debt maturing in 2024 or 2025, $144.8 million maturing in 2026 and $177.5 million maturing in 2029.
We
ended the quarter with 329,336,621 shares of common stock issued and outstanding.
Product
and Technology
As
we have discussed previously, the North American roll-out of our global Unified Platform allows us to rapidly iterate and introduce new
product features to improve engagement and drive retention. For example, in 2Q24 we extended the reach of our AI-driven playlists offering,
producing game summaries and highlights for select sports, allowing users to easily catch up on missed events. We continue to refine
our recommendation engine and algorithms to personalize each user’s individual experience. Furthermore, we continually update the
look, feel and polish of our applications on connected devices and Smart TVs to provide an increasingly intuitive user experience.
In
addition, we continued to improve ARPU and Adjusted EBITDA in 2Q24 by focusing on monetization, including additional upsell pathways
designed to allow users to seamlessly add additional content or features.
3
Note that of the $46.9 million face value that was repurchased, $27.1 million settled in 2Q24 and $19.9 million settled in 3Q24.
4 |
Finally,
we announced in May the launch of the Fubo Free Tier, initially available only to former subscribers and non-converting free trial users.
Our initial goal is to keep these users engaged with quality content between their primary sports seasons, allowing them to easily re-activate
their subscription. Early results are encouraging, and we expect this initiative to result in improved retention and reactivation rates
over time.
Fubo
Free is the foundational layer of our Super Aggregation strategy, which aims to offer users premium content at different price points,
all within the Fubo ecosystem. Our vision is to offer consumers a seamless way to access all of the content they love without requiring
users to sign into different apps and stream from multiple interfaces.
North
America Advertising
Fubo
delivered North America ad revenue of $26.0 million, an increase of 14% year-over-year. This is a result of our ongoing efforts to increase
visibility within agency holding companies through improved go-to-market strategies.
We
launched our Upfront season with sponsorship opportunities leveraging our proprietary technology (The Marquee) and innovative new ad
units (interactive, pause and enhanced banner ads). Fubo’s appeal to advertisers is a result of our highly engaged, affluent sports-focused
audience that compares favorably with the traditional pay TV audience. We believe Fubo viewers hit the sweet spot for brands - they are
younger than the traditional pay TV audience, yet older than the typical SVOD streaming demo and with more buying power. With Fubo, brands
have the ability to engage with our viewers as they move through personal milestones, capitalizing on major life events.
5 |
Brands
are also able to engage with consumers on Fubo that they can’t access through traditional linear TV. A recent study from iSpot.TV
showed that 62% of ad impressions served on Fubo reach incremental households that are unreachable on linear TV (July 2023 - March 2024).
In
summary, Fubo offers brands access to a crucial audience that can’t be matched by linear TV or streaming services.
North
America Content
In
the second quarter we extended our strong local sports coverage as the vMVPD with the leading baseball portfolio by adding YES Network
and MASN at the beginning of baseball season. In addition, we ensured continuity of carriage of local San Diego Padres, Arizona Diamondbacks
and Colorado Rockies games through a direct relationship with Major League Baseball.
We
continue to superserve all sports fans with an expanding portfolio of content - from the major sports leagues to niche favorites. During
the quarter, and just in time for the International Cricket Council (ICC) Men’s T20 World Cup, we closed a multiyear partnership
with Willow by Cricbuzz.
The
increasing popularity of MMA and soccer, including the UEFA Euro Championship, further contributed to the growth of our owned-and-operated
network, Fubo Sports, which was the number one FAST channel on our platform in June for both revenue and hours watched, and through the
entire quarter Fubo Sports grew viewership 81% year-over-year and revenue 12% year-over-year.
In
addition, we boast strong coverage of women’s sports, including approximately 3,500 games annually from leagues like WNBA, PWHL,
NCAA, NWSL, WTA, and LPGA. In the first two months of 2024 WNBA season viewership on Fubo grew fourfold (vs. first two months of the
2023 season), with overall viewership already up by 30% compared to viewership on Fubo for the entire 2023 WNBA season. In addition,
in the quarter, women’s sports viewership hours increased by 146% and first views increased by 700% vs the same period last year.
This indicates that users are seeking out Fubo for this programming and that it is a meaningful driver of engagement.
North
America Growth and Distribution
We
continue to pursue partnerships that expand Fubo’s reach and attract high-quality subscribers to the platform. During the quarter,
we expanded distribution of our product by launching our app on Comcast entertainment platforms, including millions of Xfinity internet
households. The Fubo app is now available on Flex and Xumo Stream Box as well as on Xumo TVs, currently sold at retail locations across
the U.S.
We
also collaborated with Optimum to allow Optimum subscribers to seamlessly sign up for Fubo, leaning into our local sports offering.
Guidance
Given
the many unknowns related to the potential launch of Venu, including the outcome of our antitrust lawsuit and the Department of Justice’s
reported investigation, our guidance does not reflect any potential impact of the launch to our business. See “Risks related to
Venu Sports” below.
6 |
North
America
Our
FY 2024 subscriber guidance projects 1,725,000 to 1,745,000 subscribers, representing 7% year-over-year growth at the midpoint.
Our
FY 2024 revenue guidance projects $1,570 million to $1,590 million, representing 18% year-over-year growth at the midpoint.
Our
3Q 2024 subscriber guidance projects 1,605,000 to 1,625,000 subscribers, representing 9% year-over-year growth at the midpoint. Our 3Q
2024 revenue guidance projects $360 million to $370 million, representing 17% year-over-year growth at the midpoint.
Rest
of World
Our
FY 2024 subscriber guidance projects 395,000 to 405,000 subscribers, representing a 2% year-over-year decline at the midpoint.
Our
FY 2024 revenue guidance projects $33 to $35 million, representing 4% year-over-year growth at the midpoint.
Our
3Q 2024 subscriber guidance projects 397,000 to 402,000 subscribers, representing a 3% year-over-year decline at the midpoint. Our 3Q
2024 revenue guidance projects $8 to $9 million, representing 1% year-over-year growth at the midpoint.
Conclusion
We
continue to make marked progress in scaling our strong core business while also achieving our broader strategic goals. We are balancing
our profitability targets and growth while also advancing our technology capabilities, features and content. We’re confident that
we can continue this success while also advocating for a fairer playing field in the media industry, benefiting Fubo, our competitors
and, most importantly, our customers.
We
look forward to sharing updates on our progress as we continue on our path to profitability.
Sincerely,
| David Gandler, co-founder and CEO |
Edgar Bronfman Jr., executive chairman |
Risks
Related to Venu Sports
Given
the many unknowns related to the potential launch of Venu, including the outcome of our antitrust lawsuit and the Department of Justice’s
reported investigation, our guidance and other statements in this letter with respect to Fubo’s financial condition and our anticipated
financial performance in future periods do not reflect any potential impact of the launch to our business. Risks related to Venu and
our related litigation are described in our filings with the Securities and Exchange Commission (the “SEC”), including our
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, our Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2024 to be filed with the SEC, and our other periodic filings.
7 |
2Q24
Earnings Live Conference Call
Fubo
CEO, David Gandler, and CFO, John Janedis, will host a live conference call today at 8:30 a.m. ET to deliver brief remarks followed by
Q&A. The live webcast will be available on the Events & Presentations page of Fubo’s investor relations website.
An archived replay will be available on Fubo’s website following the call. Participants should join the call 10 minutes prior
to ensure that they are connected prior to the event.
More
Information
We
encourage you to read our full set of financial statements and SEC filings, and to sign up for email alerts, on the investor relations
section of our website at ir.fubo.tv.
Additional
information is available at www.sec.gov under FuboTV Inc.’s filings, as well as https://ir.fubo.tv.
Fubo
intends to use its website as a disclosure channel and investors are encouraged to refer to it, as well as press releases and SEC filings.
The company encourages reading the full set of financial statements and related disclosures in its Annual Report on Form 10-K for the
year ended December 31, 2023 that has been filed with the SEC.
About
Fubo
With
a global mission to aggregate the best in TV, including premium sports, news and entertainment content, through a single app, FuboTV
Inc. (d/b/a Fubo) (NYSE: FUBO) aims to transcend the industry’s current TV model. The company operates Fubo in the U.S., Canada
and Spain and Molotov in France.
In
the U.S., Fubo is a sports-first cable TV replacement product that aggregates more than 400 live sports, news and entertainment networks
and is the only live TV streaming platform with every Nielsen-rated sports channel (source: Nielsen Total Viewers, 2023). Leveraging
Fubo’s proprietary data and technology platform optimized for live TV and sports viewership, subscribers can engage with the content
they are watching through an intuitive and personalized streaming experience. Fubo has continuously pushed the boundaries of live TV
streaming. It was the first virtual MVPD to launch 4K streaming and MultiView, which it did years ahead of its peers, as well as Instant
Headlines, a first-of-its-kind AI feature that generates contextual news topics as they are reported live on air.
Learn
more at https://fubo.tv
8 |
Forward-Looking
Statements
This
letter contains forward-looking statements of FuboTV Inc. (“Fubo”) that involve substantial risks and uncertainties. All
statements contained in this letter that do not relate to matters of historical fact are forward-looking statements within the meaning
of The Private Securities Litigation Reform Act of 1995, including statements regarding our business strategy and plans, including programming
and content partnerships, expectations regarding innovation, growth and profitability, macroeconomic, industry, advertising and consumer
trends, anticompetitive practices among our competitors and our response plan, including our antitrust lawsuit against the Walt Disney
Company, Fox Corporation and Warner Brothers Discovery, planned product offerings, including technology advancements, our liquidity and
anticipated cash requirements, our financial condition and our anticipated financial performance, including quarterly and annual guidance,
expectations regarding profitability and our cash flow and Adjusted EBITDA targets. The words “could,” “will,”
“plan,” “intend,” “anticipate,” “approximate,” “expect,” “potential,”
“believe” or the negative of these terms or other similar expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain these identifying words. Actual results or events could differ materially from the
plans, intentions and expectations disclosed in the forward-looking statements that Fubo makes due to a number of important factors,
including but not limited to the following: our ability to achieve or maintain profitability; risks related to our access to capital
and fundraising prospects to fund our financial operations and support our planned business growth; our revenue and gross profit are
subject to seasonality; our operating results may fluctuate; our ability to effectively manage our growth; the long-term nature of our
content commitments; our ability to renew our long-term content contracts on sufficiently favorable terms; our ability to attract and
retain subscribers; obligations imposed on us through our agreements with certain distribution partners; we may not be able to license
streaming content or other rights on acceptable terms; the restrictions imposed by content providers on our distribution and marketing
of our products and services; our reliance on third party platforms to operate certain aspects of our business; risks related to the
difficulty in measuring key metrics related to our business; risks related to preparing and forecasting our financial results; risks
related to the highly competitive nature of our industry; risks related to the potential launch of the joint venture by Walt Disney Company,
Fox Corporation and Warner Brothers Discovery; risks related to our technology, as well as cybersecurity and data privacy-related risks;
risks related to ongoing or future legal proceedings; and other risks, including the effects of industry, market, economic, political
or regulatory conditions, future exchange and interest rates, and changes in tax and other laws, regulations, rates and policies. Further
risks that could cause actual results to differ materially from those matters expressed in or implied by such forward-looking statements
are discussed in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024 filed with the Securities and Exchange
Commission (“SEC”), our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024 to be filed with the SEC,
and our other periodic filings with the SEC. We encourage you to read such risks in detail. The forward-looking statements in this letter
represent Fubo’s views as of the date of this letter. Fubo anticipates that subsequent events and developments will cause its views
to change. However, while it may elect to update these forward-looking statements at some point in the future, it specifically disclaims
any obligation to do so. You should, therefore, not rely on these forward-looking statements as representing Fubo’s views as of
any date subsequent to the date of this letter.
(FuboTV
Inc. Financial Statements begin on the following pages)
9 |
fuboTV
Inc.
Condensed
Consolidated Statements of Operations and Comprehensive Loss
(in
thousands, except share and per share amounts)
| | |
For
the Three Months Ended | |
| | |
June
30, | |
| | |
2024 | | |
2023 | |
| | |
Unaudited | | |
Unaudited | |
| Revenues | |
| | | |
| | |
| Subscription | |
$ | 362,936 | | |
$ | 288,994 | |
| Advertising | |
| 26,285 | | |
| 23,070 | |
| Other | |
| 1,744 | | |
| 671 | |
| Total
revenues | |
| 390,965 | | |
| 312,735 | |
| Operating
expenses | |
| | | |
| | |
| Subscriber related expenses | |
| 326,499 | | |
| 270,953 | |
| Broadcasting and transmission | |
| 15,173 | | |
| 18,327 | |
| Sales and marketing | |
| 35,883 | | |
| 33,819 | |
| Technology and development | |
| 19,349 | | |
| 17,778 | |
| General and administrative | |
| 20,217 | | |
| 15,460 | |
| Depreciation
and amortization | |
| 9,519 | | |
| 8,913 | |
| Total
operating expenses | |
| 426,640 | | |
| 365,250 | |
| Operating
loss | |
| (35,675 | ) | |
| (52,515 | ) |
| | |
| | | |
| | |
| Other income (expense) | |
| | | |
| | |
| Interest expense | |
| (5,563 | ) | |
| (3,442 | ) |
| Interest income | |
| 1,659 | | |
| 2,985 | |
| Amortization of debt premium
(discount), net | |
| 268 | | |
| (645 | ) |
| Gain on extinguishment of
debt | |
| 12,124 | | |
| - | |
| Other
income (expense) | |
| 1,453 | | |
| (713 | ) |
| Total
other income (expense) | |
| 9,941 | | |
| (1,815 | ) |
| | |
| | | |
| | |
| Loss from
continuing operations before income taxes | |
| (25,734 | ) | |
| (54,330 | ) |
| Income
tax (provision) benefit | |
| (99 | ) | |
| 121 | |
| Net loss
from continuing operations | |
| (25,833 | ) | |
| (54,209 | ) |
| | |
| | | |
| | |
| Discontinued operations | |
| | | |
| | |
| Net
income (loss) from discontinued operations before income taxes | |
| 106 | | |
| 4,259 | |
| Net income
(loss) from discontinued operations | |
| 106 | | |
| 4,259 | |
| | |
| | | |
| | |
| Net loss | |
| (25,727 | ) | |
| (49,950 | ) |
| | |
| | | |
| | |
| Less:
Net loss attributable to non-controlling interest | |
| 455 | | |
| 10 | |
| Net
loss attributable to common shareholders | |
$ | (25,272 | ) | |
$ | (49,940 | ) |
| | |
| | | |
| | |
| Other comprehensive
loss | |
| | | |
| | |
| Foreign
currency translation adjustment | |
| (2,367 | ) | |
| (137 | ) |
| Comprehensive
loss attributable to common shareholders | |
$ | (27,639 | ) | |
$ | (50,077 | ) |
| | |
| | | |
| | |
| Net loss per share attributable
to common shareholders | |
| | | |
| | |
| Basic and diluted loss per
share from continuing operations | |
$ | (0.08 | ) | |
$ | (0.19 | ) |
| Basic
and diluted income (loss) per share from discontinued operations | |
$ | 0.00 | | |
$ | 0.02 | |
| Basic
and diluted net loss per share | |
$ | (0.08 | ) | |
$ | (0.17 | ) |
| Weighted average shares outstanding: | |
| | | |
| | |
| Basic
and diluted | |
| 311,253,856 | | |
| 291,720,400 | |
| | |
| | | |
| | |
| Stock-based compensation was
allocated as follows: | |
| | | |
| | |
| Subscriber related expenses | |
| 79 | | |
| 57 | |
| Sales and marketing | |
| 4,670 | | |
| 5,990 | |
| Technology and development | |
| 2,631 | | |
| 2,980 | |
| General
and administrative | |
| 2,928 | | |
| 4,029 | |
| Total
stock-based compensation | |
| 10,308 | | |
| 13,056 | |
10 |
fuboTV
Inc.
Condensed
Consolidated Balance Sheets
(in
thousands)
| | |
June
30, | | |
December
31, | |
| | |
2024 | | |
2023 | |
| | |
Unaudited | | |
Audited | |
| ASSETS | |
| | | |
| | |
| Cash and cash
equivalents | |
$ | 155,189 | | |
$ | 245,278 | |
| Accounts receivable, net | |
| 71,843 | | |
| 80,299 | |
| Prepaid sports rights | |
| 35,228 | | |
| 39,911 | |
| Prepaid and other current
assets | |
| 18,232 | | |
| 20,804 | |
| Assets
of discontinued operations | |
| 459 | | |
| 462 | |
| Total current assets | |
| 280,951 | | |
| 386,754 | |
| | |
| | | |
| | |
| Property and equipment, net | |
| 5,788 | | |
| 4,835 | |
| Restricted cash | |
| 6,139 | | |
| 6,142 | |
| Intangible assets, net | |
| 147,053 | | |
| 158,448 | |
| Goodwill | |
| 618,955 | | |
| 622,818 | |
| Right-of-use assets | |
| 33,861 | | |
| 35,825 | |
| Other
non-current assets | |
| 16,101 | | |
| 17,818 | |
| Total
assets | |
$ | 1,108,848 | | |
$ | 1,232,640 | |
| | |
| | | |
| | |
| LIABILITIES
AND SHAREHOLDERS’ EQUITY | |
| | | |
| | |
| Current liabilities | |
| | | |
| | |
| Accounts payable | |
$ | 37,940 | | |
$ | 74,311 | |
| Accrued expenses and other
current liabilities | |
| 308,157 | | |
| 320,041 | |
| Notes payable | |
| 6,664 | | |
| 6,323 | |
| Deferred revenue | |
| 86,340 | | |
| 90,203 | |
| Long-term borrowings - current
portion | |
| 1,286 | | |
| 1,612 | |
| Current portion of lease liabilities | |
| 5,452 | | |
| 5,247 | |
| Liabilities
of discontinued operations | |
| 19,125 | | |
| 19,608 | |
| Total
current liabilities | |
| 464,964 | | |
| 517,345 | |
| | |
| | | |
| | |
| Convertible notes, net | |
| 352,738 | | |
| 391,748 | |
| Lease liabilities | |
| 35,243 | | |
| 38,087 | |
| Other
long-term liabilities | |
| 1,672 | | |
| 1,635 | |
| Total
liabilities | |
| 854,617 | | |
| 948,815 | |
| | |
| | | |
| | |
| Shareholders’ equity: | |
| | | |
| | |
| Common stock par value $0.0001:
1,000,000,000 and 800,000,000 shares authorized at June 30, 2024 and December 31, 2023, respectively; 329,336,621 and 299,215,160
shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively | |
| 33 | | |
| 30 | |
| Additional paid-in capital | |
| 2,194,966 | | |
| 2,136,870 | |
| Accumulated deficit | |
| (1,926,824 | ) | |
| (1,845,542 | ) |
| Non-controlling interest | |
| (12,780 | ) | |
| (11,751 | ) |
| Accumulated
other comprehensive (loss) income | |
| (1,164 | ) | |
| 4,218 | |
| Total
shareholders’ equity | |
$ | 254,231 | | |
$ | 283,825 | |
| TOTAL
LIABILITIES AND SHAREHOLDERS’ EQUITY | |
$ | 1,108,848 | | |
$ | 1,232,640 | |
11 |
fuboTV
Inc.
Condensed
Consolidated Statements of Cash Flows
(in
thousands)
| | |
For
the Six Months Ended | |
| | |
June
30, | |
| | |
2024 | | |
2023 | |
| | |
Unaudited | | |
Unaudited | |
| Cash flows
from operating activities | |
| | | |
| | |
| Net loss | |
$ | (82,311 | ) | |
$ | (133,574 | ) |
| Less:
Net income (loss) from discontinued operations, net of tax | |
| (149 | ) | |
| 4,003 | |
| Net loss from continuing operations | |
| (82,162 | ) | |
| (137,577 | ) |
| Adjustments to reconcile net
loss to net cash used in operating activities: | |
| | | |
| | |
| Depreciation and amortization | |
| 18,780 | | |
| 17,755 | |
| Stock-based compensation | |
| 23,285 | | |
| 26,744 | |
| Amortization of debt (premium)
discount, net | |
| (521 | ) | |
| 1,268 | |
| Gain on extinguishment of
debt | |
| (21,761 | ) | |
| - | |
| Deferred income tax provision
(benefit) | |
| 212 | | |
| (235 | ) |
| Amortization of right-of-use
assets | |
| 1,964 | | |
| 1,359 | |
| Other adjustments | |
| 341 | | |
| 319 | |
| Changes in operating assets
and liabilities of business | |
| | | |
| | |
| Accounts receivable, net | |
| 8,383 | | |
| (4,828 | ) |
| Prepaid expenses and other
assets | |
| 3,736 | | |
| (5,169 | ) |
| Prepaid sports rights | |
| 4,862 | | |
| 1,127 | |
| Accounts payable | |
| (37,133 | ) | |
| (20,716 | ) |
| Accrued expenses and other
liabilities | |
| (12,518 | ) | |
| (22,845 | ) |
| Deferred revenue | |
| (3,812 | ) | |
| (4,659 | ) |
| Lease
liabilities | |
| (2,576 | ) | |
| (610 | ) |
| Net cash used in operating
activities - continuing operations | |
| (98,920 | ) | |
| (148,067 | ) |
| Net
cash used in operating activities - discontinued operations | |
| (629 | ) | |
| (1,232 | ) |
| Net
cash used in operating activities | |
| (99,549 | ) | |
| (149,299 | ) |
| | |
| | | |
| | |
| Cash flows
from investing activities | |
| | | |
| | |
| Purchases of property and
equipment | |
| (316 | ) | |
| (267 | ) |
| Capitalization of internal
use software | |
| (6,830 | ) | |
| (8,404 | ) |
| Purchase
of intangible assets | |
| (540 | ) | |
| - | |
| Net
cash used in investing activities | |
| (7,686 | ) | |
| (8,671 | ) |
| | |
| | | |
| | |
| Cash flows
from financing activities | |
| | | |
| | |
| Proceeds from sale of common
stock, net of fees | |
| 36,860 | | |
| 116,903 | |
| Redemption of non-controlling
interest | |
| - | | |
| (2,147 | ) |
| Vested restricted stock unit
settled for cash | |
| (181 | ) | |
| (125 | ) |
| Payments for financing costs | |
| (4,657 | ) | |
| - | |
| Repurchase of convertible
notes | |
| (14,657 | ) | |
| - | |
| Proceeds from exercise of
stock options | |
| 3 | | |
| 95 | |
| Repayments
of notes payable and long-term borrowings | |
| (225 | ) | |
| (326 | ) |
| Net
cash provided by financing activities | |
| 17,143 | | |
| 114,400 | |
| | |
| | | |
| | |
| Net decrease in cash, cash
equivalents and restricted cash | |
| (90,092 | ) | |
| (43,570 | ) |
| Cash,
cash equivalents and restricted cash at beginning of period | |
| 251,420 | | |
| 343,226 | |
| Cash,
cash equivalents and restricted cash at end of period | |
$ | 161,328 | | |
$ | 299,656 | |
| | |
| | | |
| | |
| Supplemental
disclosure of cash flows information: | |
| | | |
| | |
| Interest paid | |
| 5,094 | | |
| 6,579 | |
| Income tax paid | |
| 120 | | |
| 6 | |
| | |
| | | |
| | |
| Non cash
financing and investing activities: | |
| | | |
| | |
| Accrued expenses - At-the-market
offering | |
| 37 | | |
| 9 | |
| Accounts payable - financing
costs | |
| 25 | | |
| - | |
| Accounts payable - purchase
of property and equipment | |
| 1,374 | | |
| - | |
12 |
Basis
of Presentation – Continuing Operations
In
connection with the dissolution of Fubo Gaming, Inc. and termination of Fubo Sportsbook, the assets and liabilities and the operations
of our former wagering reportable segment are presented as discontinued operations in our consolidated financial statements. With respect
to our continuing operations, we operate as a single reportable segment. Financial information presented in this letter reflects Fubo’s
results on a continuing operations basis, which excludes our former wagering reportable segment.
Key
Performance Metrics and Non-GAAP Measures
Paid
Subscribers
We
believe the number of paid subscribers is a relevant measure to gauge the size of our user base. Paid subscribers (“subscribers”)
are total subscribers that have completed registration with Fubo, have activated a payment method (only reflects one paying user per
plan), from which Fubo has collected payment in the month ending the relevant period. Users who are on a free (trial) period are not
included in this metric.
Average
Revenue per User (ARPU)
We
believe ARPU provides useful information for investors to gauge the revenue generated per subscriber on a monthly basis. ARPU, with respect
to a given period, is defined as total Subscription revenue and Advertising revenue recognized in such period, divided by the average
daily paid subscribers in such period, divided by the number of months in such period. Advertising revenue, like Subscription revenue,
is primarily driven by the number of subscribers to our platform and per-subscriber viewership such as the type of, and duration of,
content watched on platform. We believe ARPU is an important metric for both management and investors to evaluate the Company’s
core operating performance and measure our subscriber monetization, as well as evaluate unit economics, payback on subscriber acquisition
cost and lifetime value per subscriber. In addition, we believe that presenting a geographic breakdown for North America ARPU and ROW
ARPU allows for a more meaningful assessment of the business because of the significant differences in both Subscription revenue and
Advertising revenue generated on a per subscriber basis in North America when compared to ROW due to our current subscription pricing
models and advertising monetization in the two geographic regions.
Adjusted
EBITDA
Adjusted
EBITDA is a non-GAAP measure defined as Net Loss from Continuing Operations, adjusted for depreciation and amortization, stock-based
compensation, certain litigation expenses, income tax provision (benefit), other (income) expenses, and one-time non-cash expenses. Certain
litigation expenses consists of legal expenses and related fees for specific proceedings that we have determined arise outside the ordinary
course of business and do not consider representative of our underlying operating performance, based on the several considerations which
we assess regularly, including: (1) the frequency of similar cases that have been brought to date, or are expected to be brought in the
future; (2) matter-specific facts and circumstances, such as the unique nature or complexity of the case and/or remedy(ies) sought, including
the size of any monetary damages sought; (3) the counterparty involved; and (4) the extent to which management considers these amounts
for purposes of operating decision-making and in assessing operating performance.
13 |
Adjusted
EBITDA Margin
Adjusted
EBITDA Margin is a non-GAAP measure defined as Adjusted EBITDA divided by Revenue.
Adjusted
Net Loss
Adjusted
Net Loss is a non-GAAP measure defined as Net Loss Attributable to Common Shareholders, adjusting for discontinued operations, stock-based
compensation, change in fair value of warrants, amortization of debt premium (discount), amortization of intangible assets and other
non-cash items, and certain litigation expenses (as described further above, see “–Adjusted EBITDA”).
Adjusted
EPS (Earnings per Share)
Adjusted
EPS is a non-GAAP measure defined as Adjusted Net Loss divided by weighted average shares outstanding.
Free
Cash Flow
Free Cash Flow is a non-GAAP measure defined as net cash used in operating activities - continuing operations, reduced by capital
expenditures (consisting of purchases of property and equipment), purchases of intangible assets and capitalization of internal use software.
We believe Free Cash Flow is an important liquidity measure of the cash that is available for operational expenses, investments in our
business, strategic acquisitions, and for certain other activities such as repaying debt obligations and stock repurchases. Free Cash
Flow is a key financial indicator used by management. Free Cash Flow is useful to investors as a liquidity measure because it measures
our ability to generate or use cash. The use of Free Cash Flow as an analytical tool has limitations due to the fact that it does not
represent the residual cash flow available for discretionary expenditures. Because of these limitations, Free Cash Flow should be considered
along with other operating and financial performance measures presented in accordance with GAAP.
Gross
Profit and Gross Margin (GAAP)
Gross Profit is defined as Revenue less Subscriber related expenses and Broadcasting and transmission. Gross Margin is defined as
Gross Profit divided by Revenue. We believe these measures are useful because they represent key profitability metrics for our business
and are used by management to evaluate the performance of our business, including measuring the cost to deliver our product to subscribers
against revenue.
Subscriber
Acquisition Cost
Subscriber Acquisition Cost (SAC) reflects total GAAP sales and marketing expenses less headcount related to sales and marketing spend
for a given period divided by Gross Paid Subscriber Additions for the same period.
14 |
Reconciliation
of Key Performance Metrics and Non-GAAP Financial Measures
Certain measures used in this letter, including Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Loss, Adjusted EPS and Free
Cash Flow, are non-GAAP financial measures. We believe these are useful financial measures for investors as they are supplemental measures
used by management in evaluating our core operating performance. Our non-GAAP financial measures have limitations as analytical tools
and you should not consider them in isolation or as a substitute for an analysis of our results under GAAP. There are a number of limitations
related to the use of these non-GAAP financial measures versus their nearest GAAP equivalents. First, these non-GAAP financial measures
are not a substitute for GAAP financial measures. Second, these non-GAAP financial measures may not provide information directly comparable
to measures provided by other companies in our industry, as those other companies may calculate their non-GAAP financial measures differently.
The
following tables include reconciliations of the non-GAAP financial measures used in this letter to their most directly comparable GAAP
financial measures. The tables also include reconciliations of GAAP Subscription revenue and GAAP Advertising revenue to North America
ARPU and ROW ARPU, respectively, each of which is a key performance metric.
15 |
fuboTV
Inc.
Reconciliation
of GAAP Subscription and Advertising Revenue to North America ARPU
(in
thousands, except average subscribers and average per user amounts)
Year-over-Year
Comparison
| | |
Three
Months Ended | |
| | |
June
30, 2024 | | |
March
31, 2024 | | |
December
31, 2023 | | |
September
30, 2023 | | |
June
30, 2023 | |
| | |
| | |
| | |
| | |
| | |
| |
| Subscription
Revenue (GAAP) | |
$ | 362,936 | | |
$ | 373,714 | | |
$ | 370,087 | | |
$ | 289,623 | | |
$ | 288,994 | |
| Advertising
Revenue (GAAP) | |
| 26,285 | | |
| 27,469 | | |
| 38,987 | | |
| 30,592 | | |
| 23,070 | |
| Subtract: | |
| | | |
| | | |
| | | |
| | | |
| | |
| ROW Subscription Revenue | |
| (8,049 | ) | |
| (8,143 | ) | |
| (8,042 | ) | |
| (8,108 | ) | |
| (7,906 | ) |
| ROW Advertising Revenue | |
| (257 | ) | |
| (244 | ) | |
| (382 | ) | |
| (285 | ) | |
| (250 | ) |
| Total | |
| 380,915 | | |
| 392,796 | | |
| 400,650 | | |
| 311,822 | | |
| 303,908 | |
| Divide: | |
| | | |
| | | |
| | | |
| | | |
| | |
| Average Subscribers (North
America) | |
| 1,481,751 | | |
| 1,548,782 | | |
| 1,541,290 | | |
| 1,244,579 | | |
| 1,241,218 | |
| Months in Period | |
| 3 | | |
| 3 | | |
| 3 | | |
| 3 | | |
| 3 | |
| North America
Monthly Average Revenue per User (NA ARPU) | |
$ | 85.69 | | |
$ | 84.54 | | |
$ | 86.65 | | |
$ | 83.51 | | |
$ | 81.62 | |
16 |
fuboTV
Inc.
Reconciliation
of GAAP Subscription and Advertising Revenue to ROW ARPU
(in
thousands, except average subscribers and average per user amounts)
Year-over-Year
Comparison
| | |
Three
Months Ended | |
| | |
June
30, 2024 | | |
March
31, 2024 | | |
December
31, 2023 | | |
September
30, 2023 | | |
June
30, 2023 | |
| | |
| | |
| | |
| | |
| | |
| |
| Subscription
Revenue (GAAP) | |
$ | 362,936 | | |
$ | 373,714 | | |
$ | 370,087 | | |
$ | 289,623 | | |
$ | 288,994 | |
| Advertising
Revenue (GAAP) | |
| 26,285 | | |
| 27,469 | | |
| 38,987 | | |
| 30,592 | | |
| 23,070 | |
| Subtract: | |
| | | |
| | | |
| | | |
| | | |
| | |
| North America Subscription
Revenue | |
| (354,887 | ) | |
| (365,571 | ) | |
| (362,045 | ) | |
| (281,515 | ) | |
| (281,088 | ) |
| North America Advertising
Revenue | |
| (26,028 | ) | |
| (27,225 | ) | |
| (38,605 | ) | |
| (30,307 | ) | |
| (22,820 | ) |
| Total | |
| 8,306 | | |
| 8,387 | | |
| 8,424 | | |
| 8,393 | | |
| 8,156 | |
| Divide: | |
| | | |
| | | |
| | | |
| | | |
| | |
| Average Subscribers (ROW) | |
| 394,471 | | |
| 399,528 | | |
| 412,565 | | |
| 400,806 | | |
| 393,601 | |
| Months in Period | |
| 3 | | |
| 3 | | |
| 3 | | |
| 3 | | |
| 3 | |
| ROW Monthly
Average Revenue per User (ROW ARPU) | |
$ | 7.02 | | |
$ | 7.00 | | |
$ | 6.81 | | |
$ | 6.98 | | |
$ | 6.91 | |
17 |
fuboTV
Inc.
Reconciliation
of Net Loss from Continuing Operations to Non-GAAP Adjusted EBITDA
(in
thousands)
Year-over-Year
Comparison
| | |
Three
Months Ended | |
| | |
June
30, 2024 | | |
March
31, 2024 | | |
December
31, 2023 | | |
September
30, 2023 | | |
June
30, 2023 | |
| | |
| | |
| | |
| | |
| | |
| |
| Reconciliation
of Net Loss from Continuing Operations to Adjusted EBITDA | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net
loss from continuing operations | |
$ | (25,833 | ) | |
$ | (56,329 | ) | |
$ | (71,042 | ) | |
$ | (84,485 | ) | |
$ | (54,209 | ) |
| Depreciation and amortization | |
| 9,519 | | |
| 9,261 | | |
| 9,638 | | |
| 9,103 | | |
| 8,913 | |
| Stock-based compensation | |
| 10,308 | | |
| 12,977 | | |
| 11,764 | | |
| 12,707 | | |
| 13,056 | |
| Certain litigation expenses(1) | |
| 4,856 | | |
| 2,257 | | |
| 555 | | |
| 76 | | |
| - | |
| Other income (expense) | |
| (9,941 | ) | |
| (7,097 | ) | |
| (654 | ) | |
| 1,448 | | |
| 1,815 | |
| Income tax (provision) benefit | |
| 99 | | |
| 113 | | |
| (397 | ) | |
| (247 | ) | |
| (121 | ) |
| Adjusted
EBITDA | |
| (10,992 | ) | |
| (38,818 | ) | |
| (50,136 | ) | |
| (61,398 | ) | |
| (30,546 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Adjusted
EBITDA | |
| (10,992 | ) | |
| (38,818 | ) | |
| (50,136 | ) | |
| (61,398 | ) | |
| (30,546 | ) |
| Divide: | |
| | | |
| | | |
| | | |
| | | |
| | |
| Revenue | |
| 390,965 | | |
| 402,347 | | |
| 410,181 | | |
| 320,935 | | |
| 312,735 | |
| Adjusted
EBITDA Margin | |
| -2.8 | % | |
| -9.6 | % | |
| -12.2 | % | |
| -19.1 | % | |
| -9.8 | % |
| (1) | Certain
litigation expenses consist of legal expenses and related fees for specific proceedings that
we have determined arise outside the ordinary course of business and do not consider representative
of our underlying operating performance. For the periods presented, the adjustment included
expenses attributable to antitrust and data privacy litigation. Note that in calculating
Adjusted EBITDA, previously Fubo did not include adjustments for Certain litigation expenses.
For comparative purposes, prior quarter figures have been recast to reflect this adjustment. |
18 |
fuboTV
Inc.
Reconciliation
of Net Cash Used in Operating Activities - Continuing Operations to Free Cash Flow
(in
thousands)
Year-over-Year
Comparison
| | |
Three
Months Ended | |
| | |
June
30, 2024 | | |
March
31, 2024 | | |
December
31, 2023 | | |
September
30, 2023 | | |
June
30, 2023 | |
| | |
| | |
| | |
| | |
| | |
| |
| Net
cash used in operating activities - continuing operations | |
$ | (31,874 | ) | |
$ | (67,046 | ) | |
$ | (57 | ) | |
$ | (24,921 | ) | |
$ | (71,028 | ) |
| Subtract: | |
| | | |
| | | |
| | | |
| | | |
| | |
| Purchases of property and
equipment | |
| (208 | ) | |
| (108 | ) | |
| (696 | ) | |
| (108 | ) | |
| (165 | ) |
| Capitalization of internal
use software | |
| (3,221 | ) | |
| (3,609 | ) | |
| (4,407 | ) | |
| (4,471 | ) | |
| (4,588 | ) |
| Purchase of intangible assets | |
| - | | |
| (540 | ) | |
| (693 | ) | |
| (2,899 | ) | |
| - | |
| Free Cash
Flow | |
| (35,303 | ) | |
| (71,303 | ) | |
| (5,853 | ) | |
| (32,399 | ) | |
| (75,781 | ) |
19 |
fuboTV
Inc.
Reconciliation
of Net Loss Attributable to Common Shareholders to Non-GAAP Adjusted Net Loss and Adjusted EPS
(in
thousands)
Year-over-Year
Comparison
| | |
Three
Months Ended | |
| | |
June
30, 2024 | | |
June
30, 2023 | |
| | |
| | |
| |
| Net
loss attributable to common shareholders | |
$ | (25,272 | ) | |
$ | (49,940 | ) |
| Subtract: | |
| | | |
| | |
| Net income from discontinued
operations, net of tax | |
| 106 | | |
| 4,259 | |
| Net loss
from continuing operations attributable to common shareholders | |
| (25,378 | ) | |
| (54,199 | ) |
| | |
| | | |
| | |
| Net loss
from continuing operations attributable to common shareholders | |
| (25,378 | ) | |
| (54,199 | ) |
| Stock-based compensation | |
| 10,308 | | |
| 13,056 | |
| Amortization of debt (premium)
discount, net | |
| (268 | ) | |
| 645 | |
| Amortization of intangibles | |
| 9,179 | | |
| 8,497 | |
| Gain on extinguishment of
debt | |
| (12,124 | ) | |
| - | |
| Certain litigation expenses | |
| 4,856 | | |
| - | |
| Adjusted
net loss from continuing operations | |
| (13,427 | ) | |
| (32,001 | ) |
| | |
| | | |
| | |
| Weighted average shares outstanding: | |
| | | |
| | |
| Basic and diluted | |
| 311,253,856 | | |
| 291,720,400 | |
| | |
| | | |
| | |
| Adjusted
EPS from continuing operations | |
$ | (0.04 | ) | |
$ | (0.12 | ) |
| (2) | Certain
litigation expenses consist of legal expenses and related fees for specific proceedings that
we have determined arise outside the ordinary course of business and do not consider representative
of our underlying operating performance. For the periods presented, the adjustment included
expenses attributable to antitrust and data privacy litigation. Note that in calculating
Adjusted EPS, previously Fubo did not include adjustments for Certain litigation expenses.
For comparative purposes, prior quarter figures have been recast to reflect this adjustment. |
20 |
#
# #
Contacts
Investor
Contacts:
Ameet
Padte, Fubo
ameet@fubo.tv
JCIR
for Fubo
ir@fubo.tv
Media
Contacts:
Jennifer
L. Press, Fubo
jpress@fubo.tv
Bianca
Illion, Fubo
billion@fubo.tv
21 |
Exhibit 99.2
FOR
IMMEDIATE RELEASE
FUBO
CLOSED Q2 2024 WITH 26% YEAR-OVER-YEAR REVENUE GROWTH, 24% YEAR-OVER-YEAR SUBSCRIBER GROWTH AND EXCEEDED GUIDANCE IN NORTH AMERICA; GLOBAL
BUSINESS ACHIEVED 6TH CONSECUTIVE QUARTER OF YEAR-OVER-YEAR IMPROVEMENT IN PROFITABILITY METRICS
COMPANY
RAISES FULL YEAR 2024 GUIDANCE IN NORTH AMERICA
NEW
YORK – AUGUST 6, 2024 – FuboTV Inc. (d/b/a/ Fubo) (NYSE: FUBO), the leading sports-first live TV streaming platform,
today announced its financial results for the second quarter ended June 30, 2024. The second quarter marked Fubo’s sixth consecutive
quarter of year-over-year (YoY) improvement in its global profitability metrics.
In
North America, the Company exceeded guidance, ending the second quarter with double digit YoY growth, delivering $382.7 million in total
revenue, up 26% YoY, and 1.45 million paid subscribers, up 24% YoY. Average revenue per user (ARPU) expanded 5% YoY to $85.69. The quarter
was also highlighted by a 14% increase in ad sales revenue YoY as the result of efforts to increase visibility within agency holding
companies continued during the start of the 2024 Upfront season.
In
the Rest of World (ROW), the Company delivered 399,000 paid subscribers, up 1% YoY, and $8.3 million total revenue, up 2% YoY, during
the quarter. ARPU reached $7.02, up 2% YoY. ROW includes the results of Molotov, the French live TV streaming service acquired by Fubo
in December 2021.
Fubo
states its key metrics on a YoY basis given the seasonality of sports content.
Net
Loss from continuing operations in the second quarter was $25.8 million, leading to an earnings per share (EPS) loss of $0.08. This compares
favorably to a Net Loss from continuing operations of $54.2 million, or an EPS loss of $0.19 in the second quarter of 2023. Adjusted
EPS in the second quarter was $0.04, compared to an adjusted EPS loss of $0.12 in the second quarter of 2023. Adjusted EPS excludes the
impact of stock-based compensation, amortization of intangibles, gain on extinguishment of debt and amortization of debt premium (discount),
net, and certain litigation expenses.
Notably,
the Company achieved YoY improvements in Net Loss of $28.4 million, Adjusted EBITDA (AEBITDA) of $19.6 million, Net cash used in operating
activities of $39.2 million and Free Cash Flow of $40.5 million. These improvements were the result of operating leverage and efficiencies
throughout the business.
Fubo
took steps during the second quarter to bolster its balance sheet and optimize its capital structure. The Company raised $36.9 million
in net proceeds through its At-The-Market (ATM) program. In addition, Fubo repurchased $46.9 million face value of its 2026 convertible
notes at prices significantly below par value. Since the fourth quarter of 2023, the Company has reduced its level of debt outstanding
by $80.2 million while also eliminating the potential dilution associated with the repurchased convertible notes. This evidences Fubo’s
continued commitment to judiciously reducing its leverage as well as improving the quality of its balance sheet. Fubo ended the quarter
with $161.3 million in cash, cash equivalents and restricted cash on hand. Following the debt repurchase transactions described above,
Fubo now has no debt maturing in 2024 or 2025, $144.8 million maturing in 2026 and $177.5 million maturing in 2029.
Guidance
North
America
Third
Quarter 2024: Fubo is projecting 1,605,000 to 1,625,000 paid subscribers, representing 9% YoY growth at the midpoint, and $360 to $370
million total revenue, representing 17% YoY growth at the midpoint.
Full
Year 2024: Fubo is increasing previously announced guidance, now projecting 1,725,000 to 1,745,000 paid subscribers, representing 7%
YoY growth at the midpoint, and $1.570 to $1.590 billion total revenue, representing 18% YoY growth at the midpoint.
Our
guidance excludes the potential impact of our ongoing antitrust litigation, including the launch of Venu Sports (See “Risks related
to Venu Sports” below).
ROW
Third
Quarter 2024: Fubo is projecting 397,000 to 402,000 paid subscribers, representing 3% YoY decline at the midpoint, and $8 to $9 million
total revenue, representing 1% YoY growth at the midpoint.
Full
Year 2024: Fubo is projecting 395,000 to 405,000 paid subscribers, representing 2% YoY decline at the midpoint, and $33 to $35 million
total revenue, representing 4% YoY growth at the midpoint.
Complete
second quarter 2024 results are detailed in Fubo’s shareholder letter available on the company’s IR site.
“Fubo
delivered excellent results in the second quarter of 2024, despite the Warner Bros. Discovery content drop, achieving our sixth consecutive
quarter of year-over-year improvement in our global profitability metrics,” said David Gandler, co-founder and CEO, Fubo. “In
North America, we exceeded guidance, growing North America revenue by 26% and subscribers by 24% year-over-year. We’re confident
we can continue this success as we remain focused on delighting our users with more flexible bundle options as part of our Super Aggregation
strategy, delivered to them through a single, frictionless app. We also continue to advocate for a fairer playing field in the media
industry, benefiting Fubo, our competitors and, most importantly, the American consumer.”
“Fubo
continues to make marked progress in scaling our strong core business while achieving our broader strategic goals,” said Edgar
Bronfman Jr., executive chairman, Fubo. “We’re carefully balancing our 2025 profitability target while strategically and
cost-effectively investing in subscriber growth, cutting-edge technology, new product features and engaging content. We have raised our
full year 2024 guidance in North America, which reflects our continued confidence in our sports entertainment streaming business.”
Risks
Related to Venu Sports
Given
the many unknowns related to the potential launch of Venu Sports (“Venu”), the proposed sports streaming joint venture between
the Walt Disney Company, Fox Corporation, and Warner Bros. Discovery, including the outcome of our antitrust lawsuit and the Department
of Justice’s reported investigation, our guidance and other statements in this letter with respect to Fubo’s financial condition
and our anticipated financial performance in future periods do not reflect any potential impact of the launch to our business. Risks
related to Venu and the related litigation are described in our filings with the Securities and Exchange Commission, including our Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2024, our Quarterly Report on Form 10-Q for the quarterly period ended June
30, 2024 to be filed with the SEC, and our other periodic filings.
Live
Webcast
CEO,
Gandler and CFO, John Janedis will host a live conference call today at 8:30 a.m. ET to deliver brief remarks followed by Q&A. The
live webcast will be available on the Events & Presentations page of Fubo’s investor relations website. An archived
replay will be available on Fubo’s website following the call. Participants should join the call 10 minutes in advance to ensure
that they are connected prior to the event.
About
Fubo
With
a global mission to aggregate the best in TV, including premium sports, news and entertainment content, through a single app, FuboTV
Inc. (d/b/a Fubo) (NYSE: FUBO) aims to transcend the industry’s current TV model. The company operates Fubo in the U.S., Canada
and Spain and Molotov in France.
In
the U.S., Fubo is a sports-first cable TV replacement product that aggregates more than 400 live sports, news and entertainment networks
and is the only live TV streaming platform with every Nielsen-rated sports channel (source: Nielsen Total Viewers, 2023). Leveraging
Fubo’s proprietary data and technology platform optimized for live TV and sports viewership, subscribers can engage with the content
they are watching through an intuitive and personalized streaming experience. Fubo has continuously pushed the boundaries of live TV
streaming. It was the first virtual MVPD to launch 4K streaming and MultiView, which it did years ahead of its peers, as well as Instant
Headlines, a first-of-its-kind AI feature that generates contextual news topics as they are reported live on air.
Learn
more at https://fubo.tv
Basis
of Presentation – Continuing Operations
In
connection with the dissolution of Fubo Gaming, Inc. and termination of Fubo Sportsbook, the assets and liabilities and the operations
of our former wagering reportable segment are presented as discontinued operations in our consolidated financial statements. With respect
to our continuing operations, we operate as a single reportable segment. Financial information presented in this release reflects Fubo’s
results on a continuing operations basis, which excludes our former wagering reportable segment.
Key
Performance Metrics and Non-GAAP Measures
Paid
Subscribers
We
believe the number of paid subscribers is a relevant measure to gauge the size of our user base. Paid subscribers (“subscribers”)
are total subscribers that have completed registration with Fubo, have activated a payment method (only reflects one paying user per
plan), from which Fubo has collected payment in the month ending the relevant period. Users who are on a free (trial) period are not
included in this metric.
Average
Revenue per User (ARPU)
We
believe ARPU provides useful information for investors to gauge the revenue generated per subscriber on a monthly basis. ARPU, with respect
to a given period, is defined as total Subscription revenue and Advertising revenue recognized in such period, divided by the average
daily paid subscribers in such period, divided by the number of months in such period. Advertising revenue, like Subscription revenue,
is primarily driven by the number of subscribers to our platform and per-subscriber viewership such as the type of, and duration of,
content watched on platform. We believe ARPU is an important metric for both management and investors to evaluate the Company’s
core operating performance and measure our subscriber monetization, as well as evaluate unit economics, payback on subscriber acquisition
cost and lifetime value per subscriber. In addition, we believe that presenting a geographic breakdown for North America ARPU and ROW
ARPU allows for a more meaningful assessment of the business because of the significant differences in both Subscription revenue and
Advertising revenue generated on a per subscriber basis in North America when compared to ROW due to our current subscription pricing
models and advertising monetization in the two geographic regions.
Adjusted
EBITDA
Adjusted
EBITDA is a non-GAAP measure defined as Net Loss from Continuing Operations, adjusted for depreciation and amortization, stock-based
compensation, certain litigation expenses, income tax provision (benefit), other (income) expenses, and one-time non-cash expenses. Certain
litigation expenses consists of legal expenses and related fees for specific proceedings that we have determined arise outside of the
ordinary course of business and do not consider representative of our underlying operating performance, based on the several considerations
which we assess regularly, including: (1) the frequency of similar cases that have been brought to date, or are expected to be brought
in the future; (2) matter-specific facts and circumstances, such as the unique nature or complexity of the case and/or remedy(ies) sought,
including the size of any monetary damages sought; (3) the counterparty involved; and (4) the extent to which management considers these
amounts for purposes of operating decision-making and in assessing operating performance..
Adjusted
EBITDA Margin
Adjusted
EBITDA Margin is a non-GAAP measure defined as Adjusted EBITDA divided by Revenue.
Adjusted
EPS (Earnings per Share)
Adjusted
EPS is a non-GAAP measure defined as Adjusted Net Loss divided by weighted average shares outstanding.
Adjusted
Net Loss
Adjusted
Net Loss is a non-GAAP measure defined as Net Loss Attributable to Common Shareholders, adjusting for discontinued operations, stock-based
compensation, change in fair value of warrants, amortization of debt premium (discount), amortization of intangible assets and other
non-cash items, and certain litigation expenses (as described further above, see “Adjusted EBITDA”).
Gross
Profit and Gross Margin (GAAP)
Gross
Profit is defined as Revenue less Subscriber related expenses and Broadcasting and transmission. Gross Margin is defined as Gross Profit
divided by Revenue. We believe these measures are useful because they represent key profitability metrics for our business and are used
by management to evaluate the performance of our business, including measuring the cost to deliver our product to subscribers against
revenue.
Free
Cash Flow
Free
Cash Flow is a non-GAAP measure defined as net cash used in operating activities - continuing operations, reduced by capital expenditures
(consisting of purchases of property and equipment), purchases of intangible assets and capitalization of internal use software. We believe
Free Cash Flow is an important liquidity measure of the cash that is available for operational expenses, investments in our business,
strategic acquisitions, and for certain other activities such as repaying debt obligations and stock repurchases. Free Cash Flow is a
key financial indicator used by management. Free Cash Flow is useful to investors as a liquidity measure because it measures our ability
to generate or use cash. The use of Free Cash Flow as an analytical tool has limitations due to the fact that it does not represent the
residual cash flow available for discretionary expenditures. Because of these limitations, Free Cash Flow should be considered along
with other operating and financial performance measures presented in accordance with GAAP.
Reconciliation
of Key Performance Metrics and Non-GAAP Financial Measures
Certain
measures used in this release, including Adjusted EBITDA, Adjusted EPS and Free Cash Flow, are non-GAAP financial measures. We believe
these are useful financial measures for investors as they are supplemental measures used by management in evaluating our core operating
performance. Our non-GAAP financial measures have limitations as analytical tools and you should not consider them in isolation or as
a substitute for an analysis of our results under GAAP. There are a number of limitations related to the use of these non-GAAP financial
measures versus their nearest GAAP equivalents. First, these non-GAAP financial measures are not a substitute for GAAP financial measures.
Second, these non-GAAP financial measures may not provide information directly comparable to measures provided by other companies in
our industry, as those other companies may calculate their non-GAAP financial measures differently.
The
following tables include reconciliations of the non-GAAP financial measures used in this press release to their most directly comparable
GAAP financial measures. The tables also include reconciliations of GAAP Subscription revenue and GAAP Advertising revenue to North America
ARPU and ROW ARPU, respectively, each of which is a key performance metric.
fuboTV
Inc.
Reconciliation
of GAAP Subscription and Advertising Revenue to North America ARPU
(in
thousands, except average subscribers and average per user amounts)
Year-over-Year
Comparison
| | |
Three Months Ended | |
| | |
June 30, 2024 | | |
June 30, 2023 | |
| | |
| | |
| |
| Subscription Revenue (GAAP) | |
$ | 362,936 | | |
$ | 288,994 | |
| Advertising Revenue (GAAP) | |
| 26,285 | | |
| 23,070 | |
| Subtract: | |
| | | |
| | |
| ROW Subscription Revenue | |
| (8,049 | ) | |
| (7,906 | ) |
| ROW Advertising Revenue | |
| (257 | ) | |
| (250 | ) |
| Total | |
| 380,915 | | |
| 303,908 | |
| Divide: | |
| | | |
| | |
| Average Subscribers (North America) | |
| 1,481,751 | | |
| 1,241,218 | |
| Months in Period | |
| 3 | | |
| 3 | |
| North America Monthly Average Revenue per User (NA ARPU) | |
$ | 85.69 | | |
$ | 81.62 | |
fuboTV
Inc.
Reconciliation
of Net Loss from Continuing Operations to Non-GAAP Adjusted EBITDA
(in
thousands)
Year-over-Year
Comparison
| | |
Three Months Ended | |
| | |
June 30, 2024 | | |
June 30, 2023 | |
| | |
| | |
| |
| Reconciliation of Net Loss from Continuing Operations to Adjusted EBITDA | |
| | | |
| | |
| Net loss from continuing operations | |
$ | (25,833 | ) | |
$ | (54,209 | ) |
| Depreciation and amortization | |
| 9,519 | | |
| 8,913 | |
| Stock-based compensation | |
| 10,308 | | |
| 13,056 | |
| Certain litigation expenses | |
| 4,856 | | |
| - | |
| Other income (expense) | |
| (9,941 | ) | |
| 1,815 | |
| Income tax (provision) benefit | |
| 99 | | |
| (121 | ) |
| Adjusted EBITDA | |
| (10,992 | ) | |
| (30,546 | ) |
| | |
| | | |
| | |
| Adjusted EBITDA | |
| (10,992 | ) | |
| (30,546 | ) |
| Divide: | |
| | | |
| | |
| Revenue | |
| 390,965 | | |
| 312,735 | |
| Adjusted EBITDA Margin | |
| -2.8 | % | |
| -9.8 | % |
fuboTV
Inc.
Reconciliation
of Net Cash Used in Operating Activities - Continuing Operations to Free Cash Flow
(in
thousands)
Year-over-Year
Comparison
| | |
Three Months Ended | |
| | |
June 30, 2024 | | |
June 30, 2023 | |
| | |
| | |
| |
| Net cash used in operating activities - continuing operations | |
$ | (31,874 | ) | |
$ | (71,028 | ) |
| Subtract: | |
| | | |
| | |
| Purchases of property and equipment | |
| (208 | ) | |
| (165 | ) |
| Capitalization of internal use software | |
| (3,221 | ) | |
| (4,588 | ) |
| Free Cash Flow | |
| (35,303 | ) | |
| (75,781 | ) |
fuboTV
Inc.
Reconciliation
of Net Loss Attributable to Common Shareholders to Non-GAAP Adjusted Net Loss and Adjusted EPS
(in
thousands)
Year-over-Year
Comparison
| | |
Three Months Ended | |
| | |
June 30, 2024 | | |
June 30, 2023 | |
| | |
| | |
| |
| Net loss attributable to common shareholders | |
$ | (25,272 | ) | |
$ | (49,940 | ) |
| Subtract: | |
| | | |
| | |
| Net income from discontinued operations, net of tax | |
| 106 | | |
| 4,259 | |
| Net loss from continuing operations attributable to common shareholders | |
| (25,378 | ) | |
| (54,199 | ) |
| | |
| | | |
| | |
| Net loss from continuing operations attributable to common shareholders | |
| (25,378 | ) | |
| (54,199 | ) |
| Stock-based compensation | |
| 10,308 | | |
| 13,056 | |
| Amortization of debt (premium) discount, net | |
| (268 | ) | |
| 645 | |
| Amortization of intangibles | |
| 9,179 | | |
| 8,497 | |
| Gain on extinguishment of debt | |
| (12,124 | ) | |
| - | |
| Certain litigation expenses | |
| 4,856 | | |
| - | |
| Adjusted net loss from continuing operations | |
| (13,427 | ) | |
| (32,001 | ) |
| | |
| | | |
| | |
| Weighted average shares outstanding: | |
| | | |
| | |
| Basic and diluted | |
| 311,253,856 | | |
| 291,720,400 | |
| | |
| | | |
| | |
| Adjusted EPS from continuing operations | |
$ | (0.04 | ) | |
$ | (0.12 | ) |
| |
(1) |
Certain
litigation expenses consist of legal expenses and related fees for specific proceedings that we have determined arise outside the
ordinary course of business and do not consider representative of our underlying operating performance. For the periods presented,
the adjustment included expenses attributable to antitrust and data privacy litigation.. |
Cautionary
Note Regarding Forward-Looking Statements
This
press release contains forward-looking statements of FuboTV Inc. (“Fubo”) that involve substantial risks and uncertainties.
All statements contained in this press release that do not relate to matters of historical fact are forward-looking statements within
the meaning of The Private Securities Litigation Reform Act of 1995, including statements regarding our business strategy and plans,
anticompetitive practices among our competitors and our response plan, including our antitrust lawsuit against the Walt Disney Company,
Fox Corporation and Warner Brothers Discovery, our liquidity and anticipated cash requirements, our financial condition, and our anticipated
financial performance, including quarterly and annual guidance, expectations regarding profitability and our cash flow and Adjusted EBITDA
targets. The words “could,” “will,” “plan,” “intend,” “anticipate,” “approximate,”
“expect,” “potential,” “believe” or the negative of these terms or other similar expressions are
intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual
results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that
Fubo makes due to a number of important factors, including but not limited to the following: our ability to achieve or maintain profitability;
risks related to our access to capital and fundraising prospects to fund our financial operations and support our planned business growth;
our revenue and gross profit are subject to seasonality; our operating results may fluctuate; our ability to effectively manage our growth;
the long-term nature of our content commitments; our ability to renew our long-term content contracts on sufficiently favorable terms;
our ability to attract and retain subscribers; obligations imposed on us through our agreements with certain distribution partners; we
may not be able to license streaming content or other rights on acceptable terms; the restrictions imposed by content providers on our
distribution and marketing of our products and services; our reliance on third party platforms to operate certain aspects of our business;
risks related to the difficulty in measuring key metrics related to our business; risks related to preparing and forecasting our financial
results; risks related to the highly competitive nature of our industry; risks related to the potential launch of the joint venture by
Walt Disney Company, Fox Corporation and Warner Brothers Discovery; risks related to our technology, as well as cybersecurity and data
privacy-related risks; risks related to ongoing or future legal proceedings; and other risks, including the effects of industry, market,
economic, political or regulatory conditions, future exchange and interest rates, and changes in tax and other laws, regulations, rates
and policies. Further risks that could cause actual results to differ materially from those matters expressed in or implied by such forward-looking
statements are discussed in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024 filed with the Securities
and Exchange Commission (“SEC”), our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024 to be filed
with the SEC, and our other periodic filings with the SEC. We encourage you to read such risks in detail. The forward-looking statements
in this press release represent Fubo’s views as of the date of this press release. Fubo anticipates that subsequent events and
developments will cause its views to change. However, while it may elect to update these forward-looking statements at some point in
the future, it specifically disclaims any obligation to do so. You should, therefore, not rely on these forward-looking statements as
representing Fubo’s views as of any date subsequent to the date of this press release.
#
# #
Investor
Contacts
Ameet
Padte, Fubo
ameet@fubo.tv
JCIR
for Fubo
ir@fubo.tv
Media
Contacts
Jennifer
L. Press, Fubo
jpress@fubo.tv
Bianca
Illion, Fubo
billion@fubo.tv
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- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
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