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v3.22.1

Notes Payable, Long-Term Borrowing, and Convertible Notes | 3 Months Ended
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Mar. 31, 2022
Debt Disclosure [Abstract] |
Notes Payable, Long-Term Borrowing, and Convertible Notes | Note 10 - Notes Payable, Long-Term Borrowing, and Convertible Notes Notes payable, long-term borrowing, and convertible notes as of March 31, 2022 and December 31, 2021 consist of the following (in thousands): Schedule of Notes Payable and Long-Term Borrowings
Note |  | Stated Interest Rate |  |  | Principal Balance |  |  | Capitalized Interest |  |  | Debt Discount |  |  | March 31 2022 |
2026 Convertible Notes |  |  | 3.25 | % |  | $ | 402,500 |  |  | $ | - |  |  | $ | (10,283 | ) |  | $ | 392,217 |
Note payable |  |  | 10.0 | % |  |  | 2,700 |  |  |  | 2,515 |  |  |  | - |  |  |  | 5,215 |
Bpi France |  |  | 2.25 | % |  |  | 2,382 |  |  |  | - |  |  |  | - |  |  |  | 2,382 |
Société Générale |  |  | 0.25 | % |  |  | 1,225 |  |  |  | - |  |  |  | - |  |  |  | 1,225 |
Other |  |  | 4.0 | % |  |  | 30 |  |  |  | 6 |  |  |  | - |  |  |  | 36 |
|  |  |  |  |  | $ | 408,837 |  |  | $ | 2,521 |  |  | $ | (10,283 | ) |  | $ | 401,075 |
fuboTV Inc. Notes to the Condensed Consolidated Financial Statements (Unaudited)
Note |  | Stated Interest Rate |  |  | Principal Balance |  |  | Capitalized Interest |  |  | Debt Discount |  |  | December 31, 2021 |
2026 Convertible Notes |  |  | 3.25 | % |  | $ | 402,500 |  |  | $ | - |  |  | $ | (86,146 | ) |  | $ | 316,354 |
Note payable |  |  | 10.0 | % |  |  | 2,700 |  |  |  | 2,377 |  |  |  | - |  |  |  | 5,077 |
BPi France |  |  | 2.25 | % |  |  | 2,422 |  |  |  | - |  |  |  | - |  |  |  | 2,422 |
Société Générale |  |  | 0.25 | % |  |  | 1,246 |  |  |  | - |  |  |  | - |  |  |  | 1,246 |
Other |  |  | 4.0 | % |  |  | 30 |  |  |  | 6 |  |  |  | - |  |  |  | 36 |
|  |  |  |  |  | $ | 408,898 |  |  | $ | 2,383 |  |  | $ | (86,146 | ) |  | $ | 325,135 |
2026 Convertible Notes On February 2, 2021, the Company issued $402.5 million of convertible notes (“2026 Convertible Notes.”) The 2026 Convertible Notes bear interest from February 2, 2021, at a rate of 3.25% per annum, payable semi-annually in arrears on February 15 and August 15 of each year, beginning on August 15, 2021. The 2026 Convertible Notes will mature on February 15, 2026, unless earlier converted, redeemed, or repurchased. The net proceeds from this offering were approximately $389.4 million, after deducting a discount and offering expenses of approximately $13.1 million. The initial equivalent conversion price of the 2026 Convertible Notes was $57.78 per share of the Company’s common stock. Holders may convert their 2026 Convertible Notes on or after November 15, 2025, until the close of business on the second business day preceding the maturity date or prior to November 15, 2025 under certain circumstances including:
| (i) | during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ended on March 31, 2021, if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;
| (ii) | during the five-business day period after any five consecutive trading day period in which the trading price for each trading day of such five consecutive trading day period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day;
| (iii) | if the Company calls any or all of the 2026 Convertible Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or
| (iv) | upon the occurrence of specified corporate events.
The Company may also redeem all or any portion of the 2026 Convertible Notes after February 20, 2024 if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the 2026 Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. Upon conversion, the Company can elect to deliver cash or shares or a combination of cash or shares. Previously, the Company accounted for the 2026 Convertible Notes using a cash conversion model. In accordance with ASC 470-20, the Company used an effective interest rate of 8.67% to estimate the fair value of the debt instrument, excluding the equity conversion feature, and recognized a debt discount of $90.9 million (representing the difference between the fair value and the net proceeds) with a corresponding increase to additional paid in capital. The underwriting discount and offering expenses totaling $13.1 million were allocated between the debt and equity issuance costs in proportion to the allocation of the liability and equity components of the 2026 Convertible Notes. Accordingly, equity issuance costs of $3.0 million were recorded as an offset to additional paid-in capital and total debt issuance costs of $10.1 million were recorded on the issuance date and are reflected in the condensed consolidated balance sheet as a direct deduction from the carrying value of the associated debt liability. The debt discount and debt issuance costs were being amortized through February 15, 2026, as amortization of debt discount on the accompanying condensed consolidated statement of operations and comprehensive loss. fuboTV Inc. Notes to the Condensed Consolidated Financial Statements (Unaudited) As discussed in Note 3, the Company adopted ASU 2020-06 and the portion of the debt discount allocated to equity was reclassified to long-term debt. The remaining unamortized debt issuance costs will be amortized as non-cash interest expenses through the scheduled maturity of the 2026 Convertible Notes. During the three months ended March 31, 2022, the Company paid $6.5 million of interest expense in connection with the 2026 Convertible Notes and recorded amortization expense of $0.6 million included in amortization of debt discount in the condensed consolidated statements of operations. The fair value (Level 2) of the 2026 Convertible Notes was $271.1 million. Note payable The Company has recognized, through the consolidation of its subsidiary Evolution AI Corporation (“EAI”), a $2.7 million note payable bearing interest at the rate of 10% per annum that was due on October 1, 2018 (“CAM Digital Note”). The cumulative accrued interest on the CAM Digital Note amounts to $2.5 million. The CAM Digital Note is currently in a default condition due to non-payment of principal and interest. The Company is in negotiation with such holders to resolve the matter. The outstanding balance as of March 31, 2022, including interest and penalties, is $5.2 million and is included in notes payable on the accompanying condensed consolidated balance sheet. Other The Company assumed, through the consolidation of its subsidiary EAI, a $30,000 note payable due to a relative of the former Chief Executive Officer, John Textor bearing interest at the rate of 4% per annum. As of March 31, 2022, the principal balance and accrued interest totaled approximately $36,000. The Company assumed through the acquisition of Molotov, $3.7 million in notes bearing interest rates between 0.25% - 2.25% per annum. As of March 31, 2022, the principal balance and accrued interest totaled approximately $3.6 million.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI https://asc.fasb.org/topic&trid=2208564 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -Subparagraph (h) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1C -Subparagraph (c) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1I -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1I -Subparagraph (d) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(c)) -URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690 Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -Subparagraph (g) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1C -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611 Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1C -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611 Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1E -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1I -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611 Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -Subparagraph (i) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 + Details
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