FuboTV (FUBO) risk factors, FY2024 10-K

Risks Related to Our Financial Position and Capital Needs

1. 01We have incurred operating losses in the past, expect to incur operating losses in the future and may never achieve or maintain profitability
2. 02We may require additional capital to meet our financial obligations and support planned business growth, and this capital might not be available on acceptable terms or at all
3. 03Our revenue is subject to seasonality, and if subscriber behavior during certain seasons falls below our expectations, our business may be harmed
4. 04We might not be able to utilize a significant portion of our net operating loss carryforwards
5. 05Our financial condition and results of operations could be adversely affected if we do not effectively manage our current or future debt
6. 06We may also incur additional indebtedness to meet future financing needs, including pursuant to the Facility. If we incur any additional debt, the related risks that we and our subsidiaries face could intensify
7. 07Servicing our indebtedness will require a significant amount of cash, and we may not have sufficient cash flow from our business to pay our substantial indebtedness
8. 08Our operating results may fluctuate, which makes our results difficult to predict
9. 09We have experienced significant growth rates in both the number of subscribers on our platform and revenue over the last few years. As we grow larger and increase our subscriber base and usage, we expect it will become increasingly difficult to maintain the rate of growth we have experienced

Risks Relating to the Business Combination

1. 10The Business Combination may not be completed on the terms or timeline currently contemplated, or at all, and failure to complete the Business Combination may result in material adverse consequences to Fubo’s business and operations
2. 11Fubo and Hulu will be subject to business uncertainties and contractual restrictions while the Business Combination is pending that could adversely affect either of them or, in the event the Business Combination is completed, Newco
3. 12The Business Combination Agreement contains provisions that may discourage other companies from trying to acquire Fubo
4. 13Fubo has incurred, and will continue to incur, direct and indirect costs as a result of the Business Combination
5. 14Litigation challenging the Business Combination Agreement and the Business Combination may prevent the Business Combination from being consummated within the expected timeframe or at all
6. 15The Tax Receivables Agreement with Hulu will require us to make cash payments to Hulu in respect of certain tax benefits to which we may become entitled, and we expect that the payments we will be required to make will be substantial

Risks Related to Our Relationships with Content Providers, Customers and Other Third Parties

1. 16The long-term nature of certain of our content commitments may limit our operating flexibility and could adversely affect our liquidity and results of operations
2. 17Our results may be adversely affected if long-term content contracts are not renewed on sufficiently favorable terms
3. 18If we fail to obtain or maintain popular content, we may fail to retain existing subscribers and attract new subscribers
4. 19If our efforts to attract and retain subscribers are not successful, our business will be adversely affected
5. 20Our agreements with certain distribution partners may contain parity obligations which limit our ability to pursue unique partnerships
6. 21If we are unable to maintain an adequate supply of ad inventory on our platform, our business may be harmed
7. 22If content providers refuse to license streaming content or other rights upon terms acceptable to us, our business could be adversely affected
8. 23Our content providers impose a number of restrictions on how we distribute and market our products and services, which can adversely affect our business
9. 24Our agreements with content providers are complex, with various rights restrictions and favorability obligations which impose onerous compliance obligations
10. 25We face risks, such as unforeseen costs and potential liability in connection with content we acquire, produce, license and/or distribute through our service
11. 26If our efforts to build a strong brand and to maintain customer satisfaction and loyalty are not successful, we may not be able to attract or retain subscribers, and our business may be harmed
12. 27We rely upon a number of partners to make our service available on their devices
13. 28We rely upon Google Cloud Platform and Amazon Web Services to operate certain aspects of our service, and any disruption of or interference with our use of Google Cloud Platform and/or Amazon Web Services would impact our operations and our business could be adversely impacted

Risks Related to Our Financial Reporting and Disclosure

1. 29If we identify material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, investors could lose confidence in the accuracy and completeness of our financial reports
2. 30Our key metrics and other estimates are subject to inherent challenges in measurement, and real or perceived inaccuracies in those metrics may seriously harm and negatively affect our reputation and our business
3. 31Preparing and forecasting our financial results requires us to make judgments and estimates which may differ materially from actual results, and if our operating and financial performance does not meet the guidance that we provide to the public, the market price of our common stock may decline
4. 32Impairment in the carrying value of goodwill or long-lived assets could negatively affect our operating results
5. 33We have recorded material non-cash goodwill and long-lived asset impairment charges in prior periods

Risks Related to Our Products and Technologies and Competition

1. 34If the advertisements and audience development campaigns and other promotional advertising on our platform are not relevant or not engaging to our subscribers, our growth in subscribers, advertisers and hours streamed may be adversely impacted
2. 35Our future growth depends on the acceptance and growth of OTT advertising and OTT advertising platforms
3. 36We may not be successful at expanding our content to areas outside our current content offering and even if we are able to expand into other content areas and sustain such expansion, we may not be successful in overcoming our reputation as primarily a live sports streaming service
4. 37TV streaming is a relatively new and rapidly evolving industry, making our business and prospects difficult to evaluate. The growth and profitability of this industry and the level of demand and market acceptance for our platform are subject to a high degree of uncertainty
5. 38Changes in competitive offerings for entertainment video, including the potential rapid adoption of piracy-based video offerings, could adversely impact our business
6. 39If the technology we use in operating our business fails, is unavailable, or does not operate to expectations, our business and results of operation could be adversely impacted
7. 40We may face risks associated with our use of certain artificial intelligence and machine learning models

Risks Related to Regulation

1. 41We will be subject to regulatory investigations, which could cause us to incur substantial costs or require us to change our business practices in a materially adverse manner
2. 42If government regulations relating to the Internet or other areas of our business change, we may need to alter the manner in which we conduct our business and we may incur greater operating expenses
3. 43We are subject to payment processing risk
4. 44We may be subject to fines or other penalties imposed by the Internal Revenue Service and other tax authorities
5. 45We could be required to collect additional sales and other similar taxes or be subject to other tax liabilities that may increase the costs our customers would have to pay for our subscriptions and adversely affect our operating results
6. 46We are subject to taxation-related risks in multiple jurisdictions
7. 47We may be subject to fines or other penalties imposed by the Federal Communications Commission

Risks Related to Our Operations

1. 48Legal proceedings could cause us to incur unforeseen expenses and could occupy a significant amount of our management’s time and attention
2. 49The quality of our customer support is important to our subscribers, and if we fail to provide adequate levels of customer support, we could lose subscribers, which would harm our business
3. 50We currently generate the vast majority of our revenue in the United States and have limited experience marketing, selling, licensing, running or monetizing our platform outside the United States. In addition, we have limited experience managing the administrative aspects of a global organization
4. 51Our operations outside the U.S. may be adversely affected by the operation of laws in those jurisdictions
5. 52We depend on highly skilled key personnel to operate our business, and if we are unable to attract, retain, and motivate qualified personnel, our ability to develop and successfully grow our business could be harmed
6. 53The impact of worldwide economic conditions may adversely affect our business, operating results, and financial condition
7. 54Changes in how we market our service could adversely affect our marketing expenses and subscription levels may be adversely affected
8. 55We have pursued and may in the future engage in strategic transactions, including acquisitions and investments, which involve a number of risks, and if we are unable to address and resolve these risks successfully, such acquisitions and investments could harm our business

Risks Related to Privacy, Consumer Protection and Cybersecurity

1. 56Additionally, we may incur expenses, costs, and other operational losses under the GDPR, UK GDPR and the privacy laws of applicable EU Member States in connection with any measures we take to comply with such laws

Risks Related to Our Intellectual Property

1. 57We could become subject to litigation regarding intellectual property rights that could be costly and harm our business
2. 58An inability to obtain licenses for our streaming content from suppliers or other rights holders could be costly and harm our business
3. 59If our technology, trademarks and other proprietary rights are not adequately protected to prevent use or misappropriation by our competitors, the value of our brand and other intangible assets may be diminished, and our business may be adversely affected
4. 60Our use of open-source software could impose limitations on our ability to commercialize our platform
5. 61If we are unable to obtain necessary or desirable third-party technology licenses, our ability to develop platform enhancements may be impaired

Risks Related to the 2026 Convertible Notes

1. 62We may not have the ability to raise the funds necessary to settle conversions of the 2026 Convertible Notes in cash or to repurchase the 2026 Convertible Notes upon a fundamental change, and our future debt may contain limitations on our ability to pay cash upon conversion or repurchase of the 2026 Convertible Notes
2. 63The conditional conversion feature of all or a portion of the 2026 Convertible Notes, if triggered, may adversely affect our financial condition and operating results
3. 64The accounting method for convertible debt securities that may be settled in cash, such as the 2026 Convertible Notes, could have a material effect on our reported financial results
4. 65Provisions in the indenture for the 2026 Convertible Notes may deter or prevent a business combination that may be favorable to you

Risks Related to the 2029 Convertible Notes

1. 66We may not have the ability to raise the funds necessary to settle conversions of the 2029 Convertible Notes in cash or to repurchase the 2029 Convertible Notes upon a fundamental change, and our future debt may contain limitations on our ability to pay cash upon conversion or repurchase of the 2029 Convertible Notes
2. 67The conditional conversion feature of all or a portion of the 2029 Convertible Notes, if triggered, may adversely affect our financial condition and operating results
3. 68Provisions in the indenture for the 2029 Convertible Notes may deter or prevent a business combination that may be favorable to you
4. 69The terms of the 2029 notes indenture and the Exchange Agreement place restrictions on our operating and financial flexibility. If we raise additional capital through debt financing, the terms of any new debt could further restrict our ability to operate our business

Risks Related to Ownership of our Common Stock

1. 70Our stock price is volatile
2. 71If a substantial number of shares become available for sale and are sold in a short period of time, the market price of our common stock could decline
3. 72Future sales and issuances of our capital stock could reduce our stock price and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership in us
4. 73If few securities or industry analysts publish research or reports, or if they publish adverse or misleading research or reports, regarding us, our business or our market, our stock price and trading volume could decline
5. 74Our insurance may not provide adequate levels of coverage against claims