Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2020 | |
Cover [Abstract] | |
Entity Registrant Name | fuboTV Inc. /FL |
Entity Central Index Key | 0001484769 |
Document Type | S-4/A |
Amendment Flag | true |
Amendment description | Amendment No. 1 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business Flag | true |
Entity Emerging Growth Company | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets | ||||
Cash and cash equivalents | $ 38,864 | $ 7,624 | ||
Accounts receivable, net of allowance for doubtful accounts of $NIL as of March 31, 2020, December 31, 2019 and 2018 | 6,975 | 8,904 | ||
Prepaid expenses and other current assets | 12,177 | 1,445 | ||
Total current assets | 58,016 | 17,973 | ||
Property and equipment, net | 1,840 | 335 | ||
Restricted cash | 1,275 | |||
Financial assets at fair value | 1,965 | |||
Intangible assets, net | 238,440 | 116,646 | ||
Goodwill | 493,847 | $ 176,595 | 227,763 | |
Operating leases - right-of-use assets | 4,886 | 3,519 | ||
Other non-current assets | 1,009 | 24 | ||
Total assets | 799,313 | 368,225 | ||
Current liabilities | ||||
Accounts payable | 61,679 | 36,373 | ||
Accrued expenses | 37,363 | 20,402 | ||
Accrued expenses and other current liabilities - due to related parties | 85,847 | 665 | ||
Notes payable, net of discount | 5,884 | 4,090 | ||
Notes payable - related parties | 35 | 368 | ||
Convertible notes, net of $2,027 and $710 discount as of June 30, 2020 and December 31, 2019, respectively | 1,358 | |||
Shares settled liability for intangible asset | 43 | 1,000 | ||
Deferred revenue | 15,424 | |||
Profit share liability | 2,119 | 1,971 | ||
Warrant liabilities | 28,085 | 24 | ||
Derivative liability | 376 | |||
Long term borrowings - current portion | 9,696 | |||
Current portion of lease liability | 903 | 815 | ||
Total current liabilities | 247,078 | 67,442 | ||
Deferred income taxes | 9,428 | 28,679 | 30,879 | |
Operating lease liability | 3,997 | 2,705 | ||
Long term borrowings | 25,905 | 43,982 | ||
Other long-term liabilities | 3,968 | 41 | ||
Total liabilities | 290,376 | 145,049 | ||
COMMITMENTS AND CONTINGENCIES (Note 19) | ||||
Series D Convertible Preferred stock, value | 462 | |||
Stockholders' equity: | ||||
Common stock par value $0.0001, $0.001: 400,000,000, 22,612,225, 22,612,225 and 18,000,000 shares authorized; 38,684,136 and 28,912,500, 2,162,187, 2,157,367 and 2,076,317 shares issued and outstanding at June 30, 2020, March 31, 2020, December 31, 2019 and 2018, respectively | 5 | 3 | ||
Additional paid-in capital | 385,030 | 257,002 | ||
Accumulated deficit | (458,632) | (56,123) | ||
Non-controlling interest | 16,410 | 22,602 | ||
Accumulated other comprehensive loss | (770) | |||
Total stockholders' equity | 508,937 | 176,191 | 222,714 | $ 232,550 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY AND TEMPORARY EQUITY | 799,313 | 368,225 | ||
Series AA Preferred Stock [Member] | ||||
Stockholders' equity: | ||||
Preferred stock value | $ 566,124 | |||
Fubo TV Pre-Merger [Member] | ||||
Current assets | ||||
Cash and cash equivalents | 8,040 | 14,305 | 14,578 | |
Accounts receivable, net of allowance for doubtful accounts of $NIL as of March 31, 2020, December 31, 2019 and 2018 | 5,831 | 5,805 | 3,697 | |
Prepaid affiliate distribution agreements | 242 | |||
Prepaid expenses | 655 | 489 | ||
Other current assets | 282 | 7 | ||
Prepaid expenses and other current assets | 976 | 937 | ||
Total current assets | 14,847 | 21,047 | 19,013 | |
Property and equipment, net | 2,042 | 2,148 | 2,628 | |
Restricted cash | 1,333 | 1,334 | 1,333 | |
Other non-current assets | 397 | 359 | 175 | |
Total assets | 18,619 | 24,888 | 23,149 | |
Current liabilities | ||||
Accounts payable | 51,687 | 38,531 | 26,994 | |
Accounts payable, accrued expenses and other current liabilities | 50,249 | 57,781 | 18,046 | |
Accounts payable - due to related parties | 14,811 | 7,649 | 4,696 | |
Accrued expenses and other current liabilities - due to related parties | 34,109 | 25,615 | 12,738 | |
Deferred revenue | 8,809 | 9,507 | 4,500 | |
Deferred rent | 167 | 166 | 163 | |
Short-term debt | 10,000 | |||
Long term borrowings - current portion | 5,625 | 5,000 | ||
Total current liabilities | 175,457 | 144,249 | 67,137 | |
Long term borrowings | 18,007 | 19,871 | 24,828 | |
Noncurrent deferred rent | 1,174 | 1,215 | 1,372 | |
Total liabilities | 194,638 | 165,335 | 93,337 | |
COMMITMENTS AND CONTINGENCIES (Note 19) | ||||
Series D Convertible Preferred stock, value | 247,241 | 247,241 | 145,484 | |
Stockholders' equity: | ||||
Common stock par value $0.0001, $0.001: 400,000,000, 22,612,225, 22,612,225 and 18,000,000 shares authorized; 38,684,136 and 28,912,500, 2,162,187, 2,157,367 and 2,076,317 shares issued and outstanding at June 30, 2020, March 31, 2020, December 31, 2019 and 2018, respectively | 2 | 2 | 2 | |
Additional paid-in capital | 12,955 | 12,569 | 10,884 | |
Accumulated deficit | (436,217) | (400,259) | (226,558) | |
Total stockholders' equity | (423,260) | (387,688) | (215,672) | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY AND TEMPORARY EQUITY | $ 18,619 | $ 24,888 | $ 23,149 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Convertible notes, net of discount | $ 710 | |||
Series D Convertible Preferred stock , par value | $ 0.0001 | $ 0.0001 | ||
Series D Convertible Preferred stock, shares authorized | 2,000,000 | 2,000,000 | ||
Series D Convertible Preferred stock, shares issued | 0 | 461,839 | ||
Series D Convertible Preferred stock, shares outstanding | 0 | 461,839 | ||
Series D Convertible Preferred stock, liquidation preference | $ 0 | $ 462 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 400,000,000 | 400,000,000 | ||
Common stock, shares issued | 47,531,170 | 28,912,500 | ||
Common stock, shares outstanding | 47,531,170 | 28,912,500 | ||
Fubo TV Pre-Merger [Member] | ||||
Allowance for doubtful accounts | ||||
Series D Convertible Preferred stock , par value | $ 0.001 | $ 0.001 | $ 0.0001 | |
Series D Convertible Preferred stock, shares authorized | 17,617,274 | 12,478,579 | 17,617,274 | |
Series D Convertible Preferred stock, shares issued | 15,615,645 | 12,087,594 | 15,615,645 | |
Series D Convertible Preferred stock, shares outstanding | 15,615,645 | 12,087,594 | 15,615,645 | |
Series D Convertible Preferred stock, liquidation preference | $ 247,946 | $ 145,841 | $ 247,946 | |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.0001 | |
Common stock, shares authorized | 22,612,225 | 18,000,000 | 22,612,225 | |
Common stock, shares issued | 2,162,187 | 2,076,317 | 2,157,367 | |
Common stock, shares outstanding | 2,162,187 | 2,076,317 | 2,157,367 | |
Series AA Preferred Stock [Member] | ||||
Series D Convertible Preferred stock , par value | ||||
Series D Convertible Preferred stock, shares authorized | ||||
Series D Convertible Preferred stock, shares issued | ||||
Series D Convertible Preferred stock, shares outstanding | ||||
Series D Convertible Preferred stock, liquidation preference | ||||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | ||
Preferred stock, shares authorized | 35,800,000 | 35,800,000 | ||
Preferred stock, shares issued | 32,324,362 | 0 | ||
Preferred stock, shares outstanding | 32,324,362 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues | ||||||||
Total revenues | $ 61,202 | $ 5,834 | $ 112,669 | $ 5,834 | ||||
Operating expenses | ||||||||
Subscriber related expenses | 61,228 | 114,315 | ||||||
Broadcasting and transmission | 9,778 | 19,270 | ||||||
Sales and marketing | 22,269 | 93 | 33,526 | 417 | ||||
Technology and development | 10,727 | 5,222 | 20,277 | 5,222 | ||||
General and administrative | 8,270 | 2,171 | 42,130 | 3,688 | ||||
Depreciation and amortization | 14,413 | 5,273 | 34,050 | 15,589 | ||||
Impairment of intangible assets and goodwill | 236,681 | 236,681 | ||||||
Total operating expenses | 363,366 | 12,759 | 500,249 | 24,916 | ||||
Operating loss | (302,164) | (6,925) | (387,580) | (19,082) | ||||
Other income (expense) | ||||||||
Interest expense and financing costs | (2,203) | (1,094) | (18,109) | (1,994) | ||||
Interest income | 482 | 482 | ||||||
Gain (loss) on extinguishment of debt | 1,321 | (9,827) | ||||||
Loss on issuance of common stock and warrants | (13,507) | |||||||
Gain on sale of assets | 7,631 | 7,631 | ||||||
Loss on deconsolidation of Nexway | (11,919) | |||||||
Change in fair value of warrant liabilities | 4,543 | 9,143 | ||||||
Change in fair value of subsidiary warrant liability | 831 | 3 | 4,432 | |||||
Change in fair value of shares settled liability | (1,665) | |||||||
Change in fair value of derivative liability | 101 | (1) | (426) | 1,017 | ||||
Change in fair value of profit share liability | (148) | |||||||
Foreign currency exchange loss | (1,010) | |||||||
Unrealized gain in equity method investment | 2,614 | |||||||
Other income (expense) | 583 | (1,230) | 147 | (1,230) | ||||
Total other income (expense) | 11,976 | (1,012) | (37,073) | 2,707 | ||||
Loss before income taxes | (290,188) | (7,937) | (424,653) | (16,375) | ||||
Income tax benefit | (16,071) | (1,028) | (20,589) | (3,234) | ||||
Net loss | (274,117) | $ (56,343) | (6,909) | $ (2,867) | (404,064) | (13,141) | $ (38,127) | $ (129,312) |
Less: net (loss) income attributable to non-controlling interest | (128) | 1,555 | 2,653 | |||||
Net loss attributable to controlling interest | (274,117) | (6,781) | (402,509) | (15,794) | ||||
Less: Deemed dividend on Series D Preferred stock | (6) | (6) | ||||||
Less: Deemed dividend - beneficial conversion feature on preferred stock | (379) | (379) | ||||||
Net loss attributable to common stockholders | $ (274,117) | $ (7,166) | $ (402,509) | $ (16,179) | ||||
Net loss per share attributable to common stockholders | ||||||||
Basic and diluted | $ (6.20) | $ (0.29) | $ (11) | $ (0.80) | ||||
Weighted average shares outstanding: | ||||||||
Basic and diluted | 44,199,709 | 24,363,124 | 36,577,183 | 20,165,089 | ||||
Subscriptions [Member] | ||||||||
Revenues | ||||||||
Total revenues | $ 53,433 | $ 92,945 | ||||||
Advertising [Member] | ||||||||
Revenues | ||||||||
Total revenues | 7,520 | 11,843 | ||||||
Software Licenses, Net [Member] | ||||||||
Revenues | ||||||||
Total revenues | 5,834 | 7,295 | 5,834 | |||||
Other [Member] | ||||||||
Revenues | ||||||||
Total revenues | $ 249 | $ 586 | ||||||
Fubo TV Pre-Merger [Member] | ||||||||
Revenues | ||||||||
Total revenues | 51,047 | 28,616 | 146,530 | 74,820 | ||||
Operating expenses | ||||||||
Subscriber related expenses | 58,001 | 43,495 | 201,448 | 98,894 | ||||
Broadcasting and transmission | 9,230 | 7,236 | 33,103 | 24,373 | ||||
Sales and marketing | 7,713 | 5,884 | 37,245 | 47,478 | ||||
Technology and development | 8,327 | 6,936 | 30,001 | 19,909 | ||||
General and administrative | 3,104 | 2,182 | 15,876 | 11,121 | ||||
Depreciation and amortization | 135 | 119 | 616 | 440 | ||||
Total operating expenses | 86,510 | 65,852 | 318,289 | 202,215 | ||||
Operating loss | (35,463) | (37,236) | (171,759) | (127,395) | ||||
Other income (expense) | ||||||||
Interest expense, net of interest income | 493 | 647 | 2,035 | 2,445 | ||||
Loss on deconsolidation of Nexway | (102) | (102) | 4,171 | |||||
Change in fair value of derivative liability | (4,697) | |||||||
Total other income (expense) | 493 | 545 | 1,933 | 1,919 | ||||
Loss before income taxes | (35,956) | (37,781) | (173,692) | (129,314) | ||||
Income tax benefit | 2 | 2 | (9) | (2) | ||||
Net loss | (35,958) | (37,783) | (173,701) | (129,312) | ||||
Net loss attributable to controlling interest | (35,958) | (37,783) | (173,701) | (129,312) | ||||
Fubo TV Pre-Merger [Member] | Subscriptions [Member] | ||||||||
Revenues | ||||||||
Total revenues | 46,388 | 26,627 | 133,303 | 70,112 | ||||
Fubo TV Pre-Merger [Member] | Advertising [Member] | ||||||||
Revenues | ||||||||
Total revenues | 537 | 1,871 | 12,450 | 4,131 | ||||
Fubo TV Pre-Merger [Member] | Other [Member] | ||||||||
Revenues | ||||||||
Total revenues | $ 4,122 | $ 118 | $ 777 | $ 577 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders' Equity - USD ($) $ in Thousands | Series X Convertible Preferred Stock [Member] | Series AA Convertible Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member]Fubo TV Pre-Merger [Member] | Additional Paid-In Capital [Member] | Additional Paid-In Capital [Member]Fubo TV Pre-Merger [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member]Fubo TV Pre-Merger [Member] | Accumulated Other Comprehensive Loss | Noncontrolling Interest [Member] | Total | Fubo TV Pre-Merger [Member] | Convertible Preferred Stock [Member]Fubo TV Pre-Merger [Member] | Total Stockholders Equity [Member]Fubo TV Pre-Merger [Member] |
Balance at Dec. 31, 2017 | $ 2 | $ 9,848 | $ (97,246) | $ 76,107 | $ (87,396) | |||||||||
Balance, shares at Dec. 31, 2017 | 2,025,262 | 9,107,159 | ||||||||||||
Preferred stock converted to common stock | $ 69,377 | |||||||||||||
Preferred stock converted to common stock, shares | 2,980,435 | |||||||||||||
Exercise of stock options | 84 | 84 | ||||||||||||
Exercise of stock options, shares | 42,378 | |||||||||||||
Issuance of restricted stock | ||||||||||||||
Issuance of restricted stock, shares | 8,677 | |||||||||||||
Stock based compensation | 952 | 952 | ||||||||||||
Stock based compensation, shares | ||||||||||||||
Net loss | (129,312) | $ (129,312) | $ (129,312) | (129,312) | ||||||||||
Balance at Dec. 31, 2018 | $ 1 | $ 2 | $ 227,570 | 10,884 | $ (21,763) | (226,558) | $ 26,742 | 232,550 | (215,672) | $ 145,484 | (215,672) | |||
Balance, shares at Dec. 31, 2018 | 1,000,000 | 7,532,776 | 2,076,317 | 12,087,594 | ||||||||||
Issuance of common stock for cash | 1,778 | 1,778 | ||||||||||||
Issuance of common stock for cash, shares | 378,098 | |||||||||||||
Preferred stock converted to common stock | $ 1 | (1) | ||||||||||||
Preferred stock converted to common stock, shares | (1,000,000) | 15,000,000 | ||||||||||||
Common stock issued for lease settlement | 130 | 130 | ||||||||||||
Common stock issued for lease settlement, shares | 18,935 | |||||||||||||
Issuance of subsidiary common stock for cash, | 65 | 65 | ||||||||||||
Issuance of subsidiary common stock for cash, shares | ||||||||||||||
Additional shares issued for reverse stock split | ||||||||||||||
Additional shares issued for reverse stock split, shares | 1,374 | |||||||||||||
Exercise of stock options | 2 | $ 2 | 2 | |||||||||||
Exercise of stock options, shares | 1 | 1 | ||||||||||||
Stock based compensation | 376 | 376 | ||||||||||||
Stock based compensation, shares | ||||||||||||||
Issuance of Series E convertible preferred stock, net of issuance costs | $ 60,970 | |||||||||||||
Issuance of Series E convertible preferred stock, net of issuance costs, shares | 2,152,593 | |||||||||||||
Net loss | (3,466) | (37,783) | 599 | (2,867) | $ (37,783) | (37,783) | ||||||||
Balance at Mar. 31, 2019 | $ 2 | $ 2 | 229,542 | 11,262 | (25,229) | (264,341) | 27,341 | 231,656 | $ 206,454 | (253,077) | ||||
Balance, shares at Mar. 31, 2019 | 22,931,183 | 2,076,318 | 14,240,187 | |||||||||||
Balance at Dec. 31, 2018 | $ 1 | $ 2 | 227,570 | 10,884 | (21,763) | (226,558) | 26,742 | 232,550 | (215,672) | $ 145,484 | (215,672) | |||
Balance, shares at Dec. 31, 2018 | 1,000,000 | 7,532,776 | 2,076,317 | 12,087,594 | ||||||||||
Issuance of common stock in connection with cancellation of a consulting agreement | (13) | |||||||||||||
Deemed dividend on Series D preferred stock | (6) | |||||||||||||
Net loss | (13,141) | |||||||||||||
Balance at Sep. 30, 2019 | $ 2 | 241,634 | (37,557) | 29,998 | 234,077 | |||||||||
Balance, shares at Sep. 30, 2019 | 26,908,609 | |||||||||||||
Balance at Dec. 31, 2018 | $ 1 | $ 2 | 227,570 | 10,884 | (21,763) | (226,558) | 26,742 | 232,550 | $ (215,672) | $ 145,484 | (215,672) | |||
Balance, shares at Dec. 31, 2018 | 1,000,000 | 7,532,776 | 2,076,317 | 12,087,594 | ||||||||||
Exercise of stock options | 174 | 174 | ||||||||||||
Exercise of stock options, shares | 81,050 | 81,050 | ||||||||||||
Stock based compensation | 1,511 | 1,511 | ||||||||||||
Stock based compensation, shares | ||||||||||||||
Issuance of Series E convertible preferred stock, net of issuance costs | $ 101,757 | |||||||||||||
Issuance of Series E convertible preferred stock, net of issuance costs, shares | 3,528,051 | |||||||||||||
Net loss | (173,701) | (38,127) | $ (173,701) | (173,701) | ||||||||||
Balance at Dec. 31, 2019 | $ 3 | $ 2 | 257,002 | 12,569 | (56,123) | (400,259) | $ (770) | 22,602 | 222,714 | (387,688) | $ 247,241 | (387,688) | ||
Balance, shares at Dec. 31, 2019 | 28,912,500 | 2,157,367 | 15,615,645 | |||||||||||
Balance at Mar. 31, 2019 | $ 2 | $ 2 | 229,542 | 11,262 | (25,229) | (264,341) | 27,341 | 231,656 | $ 206,454 | (253,077) | ||||
Balance, shares at Mar. 31, 2019 | 22,931,183 | 2,076,318 | 14,240,187 | |||||||||||
Issuance of common stock for cash | 422 | 422 | ||||||||||||
Issuance of common stock for cash, shares | 386,792 | |||||||||||||
Net loss | (5,547) | 2,182 | (3,365) | |||||||||||
Balance at Jun. 30, 2019 | $ 2 | 229,964 | (30,776) | 29,523 | 228,713 | |||||||||
Balance, shares at Jun. 30, 2019 | 23,317,975 | |||||||||||||
Issuance of common stock for cash | 717 | 717 | ||||||||||||
Issuance of common stock for cash, shares | 217,271 | |||||||||||||
Issuance of common stock to original owners of Facebank AG | 8,250 | 3,582 | 11,832 | |||||||||||
Issuance of common stock to original owners of Facebank AG, shares | 2,500,000 | |||||||||||||
Issuance of common stock - subsidiary share exchange | 2,979 | (2,979) | ||||||||||||
Issuance of common stock - subsidiary share exchange, shares | 856,354 | |||||||||||||
Issuance of common stock in connection with cancellation of a consulting agreement | 13 | 13 | ||||||||||||
Issuance of common stock in connection with cancellation of a consulting agreement, shares | 2,000 | |||||||||||||
Deemed dividend related to immediate accretion of redemption feature of convertible preferred stock | (379) | (379) | ||||||||||||
Deemed dividend on Series D preferred stock | (6) | (6) | ||||||||||||
Accrued Series D Preferred Stock dividends | (5) | (5) | ||||||||||||
Issuance of common stock for services rendered | 101 | 101 | ||||||||||||
Issuance of common stock for services rendered, shares | 15,009 | |||||||||||||
Net loss | (6,781) | (128) | (6,909) | |||||||||||
Balance at Sep. 30, 2019 | $ 2 | 241,634 | (37,557) | 29,998 | 234,077 | |||||||||
Balance, shares at Sep. 30, 2019 | 26,908,609 | |||||||||||||
Balance at Dec. 31, 2019 | $ 3 | $ 2 | 257,002 | 12,569 | (56,123) | (400,259) | (770) | 22,602 | 222,714 | (387,688) | $ 247,241 | (387,688) | ||
Balance, shares at Dec. 31, 2019 | 28,912,500 | 2,157,367 | 15,615,645 | |||||||||||
Issuance of common stock for cash | 2,297 | 2,297 | ||||||||||||
Issuance of common stock for cash, shares | 795,593 | |||||||||||||
Issuance of common stock - subsidiary share exchange | 1,150 | (1,150) | ||||||||||||
Issuance of common stock - subsidiary share exchange, shares | 1,552,070 | |||||||||||||
Common stock issued in connection with note payable | 67 | 67 | ||||||||||||
Common stock issued in connection with note payable, shares | 7,500 | |||||||||||||
Exercise of stock options | 18 | $ 18 | 18 | |||||||||||
Exercise of stock options, shares | 4,820 | 4,820 | ||||||||||||
Stock based compensation | 10,061 | 368 | 10,061 | 368 | ||||||||||
Stock based compensation, shares | 1,040,000 | |||||||||||||
Deemed dividend related to immediate accretion of redemption feature of convertible preferred stock | (171) | (171) | ||||||||||||
Accrued Series D Preferred Stock dividends | (9) | (9) | ||||||||||||
Deconsolidation of Nexway | 770 | (2,595) | (1,825) | |||||||||||
Net loss | (55,470) | (35,958) | (873) | (56,343) | $ (35,958) | (35,958) | ||||||||
Balance at Mar. 31, 2020 | $ 3 | $ 2 | 270,397 | 12,955 | (111,593) | (436,217) | 17,984 | 176,191 | (423,260) | $ 247,241 | (423,260) | |||
Balance, shares at Mar. 31, 2020 | 32,307,663 | 2,162,187 | 15,615,645 | |||||||||||
Balance at Dec. 31, 2019 | $ 3 | $ 2 | 257,002 | 12,569 | (56,123) | (400,259) | (770) | 22,602 | 222,714 | (387,688) | $ 247,241 | (387,688) | ||
Balance, shares at Dec. 31, 2019 | 28,912,500 | 2,157,367 | 15,615,645 | |||||||||||
Issuance of common stock in connection with cancellation of a consulting agreement | ||||||||||||||
Exercise of stock options, shares | 226,740 | |||||||||||||
Deemed dividend on Series D preferred stock | ||||||||||||||
Net loss | (404,064) | |||||||||||||
Balance at Sep. 30, 2020 | $ 566,124 | $ 5 | 385,030 | (458,632) | 16,410 | 508,937 | ||||||||
Balance, shares at Sep. 30, 2020 | 32,324,362 | 47,531,170 | ||||||||||||
Balance at Mar. 31, 2020 | $ 3 | $ 2 | 270,397 | $ 12,955 | (111,593) | $ (436,217) | 17,984 | 176,191 | $ (423,260) | $ 247,241 | $ (423,260) | |||
Balance, shares at Mar. 31, 2020 | 32,307,663 | 2,162,187 | 15,615,645 | |||||||||||
Issuance of common stock - subsidiary share exchange | 892 | (892) | ||||||||||||
Issuance of common stock - subsidiary share exchange, shares | 1,201,749 | |||||||||||||
Common stock issued in connection with note payable | 192 | 192 | ||||||||||||
Common stock issued in connection with note payable, shares | 25,000 | |||||||||||||
Right to receive Series AA Preferred Stock in connection with acquisition of fuboTV Pre-Merger | $ 566,124 | 566,124 | ||||||||||||
Right to receive Series AA Preferred Stock in connection with acquisition of fuboTV Pre-Merger Pre-Merger, shares | 32,324,362 | |||||||||||||
Settlement of share settled liability | 9,054 | 9,054 | ||||||||||||
Settlement of share settled liability, shares | 900,000 | |||||||||||||
Stock based compensation | 8,715 | 8,715 | ||||||||||||
Stock based compensation, shares | 343,789 | |||||||||||||
Deemed dividend related to immediate accretion of redemption feature of convertible preferred stock | 126 | 126 | ||||||||||||
Accrued Series D Preferred Stock dividends | (8) | (8) | ||||||||||||
Issuance of common stock and warrants for cash | $ 1 | 478 | 479 | |||||||||||
Issuance of common stock and warrants for cash, shares | 3,906,313 | |||||||||||||
Net loss | (72,922) | (682) | (73,604) | |||||||||||
Balance at Jun. 30, 2020 | $ 566,124 | $ 4 | 289,720 | (184,389) | 16,410 | 687,869 | ||||||||
Balance, shares at Jun. 30, 2020 | 32,324,362 | 38,684,136 | ||||||||||||
Issuance of common stock for cash | 20,000 | 20,000 | ||||||||||||
Issuance of common stock for cash, shares | 2,162,163 | |||||||||||||
Issuance of common stock to original owners of Facebank AG | 12,395 | 12,395 | ||||||||||||
Issuance of common stock to original owners of Facebank AG, shares | 1,200,000 | |||||||||||||
Common stock issued in connection with note payable | ||||||||||||||
Common stock issued in connection with note payable, shares | 30,000 | |||||||||||||
Exercise of stock options | 324 | 324 | ||||||||||||
Exercise of stock options, shares | 226,740 | |||||||||||||
Reclassification of warrant liabilities | 13,535 | 13,535 | ||||||||||||
Stock based compensation | 6,305 | 6,305 | ||||||||||||
Stock based compensation, shares | 15,000 | |||||||||||||
Deemed dividend related to immediate accretion of redemption feature of convertible preferred stock | 132 | (126) | 6 | |||||||||||
Deemed dividend on Series D preferred stock | ||||||||||||||
Issuance of common stock and warrants for cash | $ 1 | 42,619 | 42,620 | |||||||||||
Issuance of common stock and warrants for cash, shares | 5,212,753 | |||||||||||||
Net loss | (274,117) | (274,117) | ||||||||||||
Balance at Sep. 30, 2020 | $ 566,124 | $ 5 | $ 385,030 | $ (458,632) | $ 16,410 | $ 508,937 | ||||||||
Balance, shares at Sep. 30, 2020 | 32,324,362 | 47,531,170 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders' Equity (Parenthetical) - Fubo TV Pre-Merger [Member] - USD ($) $ in Thousands | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Series E Convertible Preferred Stock [Member] | |||
Issuance costs | $ 352 | $ 254 | |
Series D Convertible Preferred Stock [Member] | |||
Issuance costs | $ 254 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities | ||||||
Net loss | $ (56,343) | $ (2,867) | $ (404,064) | $ (13,141) | $ (38,127) | $ (129,312) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Depreciation and amortization | 34,050 | 15,589 | ||||
Stock-based compensation | 24,081 | |||||
Impairment expense intangibles | 88,059 | |||||
Impairment expense goodwill | 148,622 | |||||
Loss on deconsolidation of Nexway, net of cash retained by Nexway | 8,564 | |||||
Common stock issued in connection with note payable | 67 | |||||
Loss on issuance of notes, bonds and warrants | 13,507 | |||||
Issuance of common stock in connection with cancellation of a consulting agreement | 13 | |||||
Issuance of common stock for services rendered | 101 | |||||
Non-cash expense relating to issuance of warrants and common stock | 2,209 | |||||
Gain on sale of assets | (7,631) | |||||
Amortization of debt discount | 12,271 | 501 | ||||
Deferred income tax benefit | (20,589) | (3,234) | ||||
Change in fair value of derivative liability | 426 | (1,017) | ||||
Gain (loss) on extinguishment of debt | 9,827 | |||||
Change in fair value of warrant liabilities | (9,143) | |||||
Change in fair value of subsidiary warrant liability | (3) | (4,432) | ||||
Change in fair value of shares settled liability | 1,665 | |||||
Change in fair value of profit share liability | 148 | |||||
Unrealized gain on equity method investments | (2,614) | |||||
Amortization of right-of-use assets | 434 | 46 | ||||
Accrued interest on note payable | 244 | 557 | ||||
Foreign exchange loss | 1,010 | |||||
Other adjustments | (56) | (636) | ||||
Changes in operating assets and liabilities of business, net of acquisitions: | ||||||
Accounts receivable | (2,071) | 3,620 | ||||
Prepaid expenses and other current and long-term assets | (10,558) | (100) | ||||
Accounts payable | 7,881 | 2,819 | ||||
Accrued expenses | (11,569) | 617 | ||||
Due from related parties | 36,589 | |||||
Deferred revenue | 6,615 | |||||
Lease liability | (421) | (46) | ||||
Net cash (used in) provided by operating activities | (72,450) | 1,257 | ||||
Cash flows from investing activities | ||||||
Investment in Panda Productions (HK) Limited | (1,050) | |||||
Purchases of property and equipment | (103) | |||||
Advance to fuboTV Pre-Merger | (10,000) | |||||
Acquisition of fuboTV's Pre-Merger cash and cash equivalents and restricted cash | 9,373 | |||||
Acquisition of FaceBank AG and Nexway, net of cash paid | 2,300 | |||||
Sale of Facebank AG | (619) | |||||
Sale of profit interest in investment in Panda Productions (HK) Limited | 655 | |||||
Purchase of intangible assets | (250) | |||||
Payments for leasehold improvements | (9) | |||||
Lease security deposit | (21) | |||||
Net cash (used in) provided by investing activities | (1,349) | 1,625 | ||||
Cash flows from financing activities | ||||||
Proceeds from sale of common stock and warrants | 97,142 | 2,916 | ||||
Proceeds from exercise of stock options | 324 | |||||
Proceeds from issuance of convertible notes | 3,003 | 275 | ||||
Repayments of convertible notes | (3,913) | (523) | ||||
Proceeds from borrowings | 300 | |||||
Repayment of borrowings | (1,600) | |||||
Proceeds from issuance Series D Preferred Stock | 203 | 450 | ||||
Redemption of Series D Preferred Stock | (883) | |||||
Proceeds from loans | 33,649 | |||||
Repayments of notes payable | (14,143) | |||||
Proceeds from sale of subsidiary's common stock | 65 | |||||
Repayments of short-term borrowings | (8,407) | |||||
Repayments to related parties notes | 410 | |||||
Repayments of note payable related party | (333) | (259) | ||||
Repayments to related parties | (328) | (351) | ||||
Net cash provided by financing activities | 106,314 | 2,983 | ||||
Net increase in cash and restricted cash | 32,515 | 5,865 | ||||
Cash and cash equivalents and restricted cash, beginning of period | 7,624 | 31 | 7,624 | 31 | 31 | |
Cash and cash equivalents and restricted cash, end of period | 40,139 | 5,896 | 7,624 | 31 | ||
SUPPLEMENTAL DISCLOSURE AND NON-CASH INVESTING AND FINANCING INFORMATION: | ||||||
Cash paid for interest | 6,161 | 170 | ||||
Cash paid for income taxes | ||||||
Non cash financing and investing activities: | ||||||
Issuance of convertible preferred stock for Merger | 566,124 | |||||
Reclass of shares settled liability for intangible asset to stock-based compensation | 1,000 | |||||
Settlement of share settled liability | 9,054 | |||||
Issuance of common stock to original owners of Facebank AG | 12,395 | |||||
Issuance of common stock - subsidiary share exchange | 2,042 | |||||
Common stock issued in connection with note payable | 259 | |||||
Issuance of common stock upon acquisition of Facebank AG and Nexway | 8,250 | |||||
Accrued Series D Preferred Stock dividends | 17 | 5 | ||||
Deemed dividend related to immediate accretion of redemption feature of convertible preferred stock | 171 | 379 | ||||
Common stock issued for lease settlement | 130 | |||||
Fubo TV Pre-Merger [Member] | ||||||
Cash flows from operating activities | ||||||
Net loss | (35,958) | (37,783) | (173,701) | (129,312) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Depreciation and amortization | 135 | 119 | 616 | 440 | ||
Stock-based compensation | 368 | 376 | 1,511 | 952 | ||
Change in fair value of derivative liability | 4,697 | |||||
Non-cash interest expense | 132 | 160 | 1,032 | |||
Amortization of debt issuance costs | 11 | 11 | 43 | 32 | ||
Changes in operating assets and liabilities of business, net of acquisitions: | ||||||
Accounts receivable | (26) | (958) | (2,108) | (3,211) | ||
Prepaid affiliate rights | 242 | 14,681 | ||||
Prepaid expenses and other current and long-term assets | (77) | (146) | (625) | (294) | ||
Accounts payable, accrued expenses and other current and long-term liabilities | 52,612 | 16,526 | ||||
Accounts payable | 20,318 | 2,533 | 14,490 | 20,093 | ||
Accrued expenses and other liabilities | 922 | 10,467 | ||||
Deferred revenue | (698) | (155) | 5,007 | 2,540 | ||
Deferred rent | (154) | (106) | ||||
Net cash (used in) provided by operating activities | (15,005) | (25,506) | (102,009) | (77,153) | ||
Cash flows from investing activities | ||||||
Capital expenditures | (29) | (12) | (136) | (434) | ||
Net cash (used in) provided by investing activities | (29) | (12) | (136) | (434) | ||
Cash flows from financing activities | ||||||
Proceeds from exercise of stock options | 18 | 2 | 174 | 84 | ||
Proceeds from issuance of convertible notes | 16,150 | |||||
Proceeds from borrowings | 10,000 | 16,150 | 3,050 | |||
Repayment of borrowings | (1,250) | (5,000) | (5,000) | |||
Issuance cost related to term loan | (204) | |||||
Proceeds from issuance of convertible preferred stock, net | 49,705 | 90,549 | 46,294 | |||
Proceeds from loans | 25,000 | |||||
Net cash provided by financing activities | 8,768 | 60,857 | 101,873 | 74,224 | ||
Net increase in cash and restricted cash | (6,266) | 35,339 | (272) | (3,363) | ||
Cash and cash equivalents and restricted cash, beginning of period | 15,639 | 15,911 | $ 15,639 | $ 15,911 | 15,911 | 19,274 |
Cash and cash equivalents and restricted cash, end of period | 9,373 | 51,250 | 15,639 | 15,911 | ||
SUPPLEMENTAL DISCLOSURE AND NON-CASH INVESTING AND FINANCING INFORMATION: | ||||||
Cash paid for interest | 452 | 529 | 1,972 | 1,426 | ||
Cash paid for income taxes | 1 | 3 | 4 | |||
Landlord incentive obligation | 1,252 | |||||
Non cash financing and investing activities: | ||||||
Common stock issued in connection with note payable | $ 11,208 | $ 11,208 | $ 23,083 |
Condensed Consolidated Balanc_3
Condensed Consolidated Balance Sheets (FaceBank Group, Inc. Pre-Merger) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets | |||
Cash | $ 7,624 | ||
Accounts receivable, net | 8,904 | ||
Total current assets | 17,973 | ||
Property and equipment, net | 335 | ||
Financial assets at fair value | 1,965 | ||
Intangible assets | 116,646 | ||
Goodwill | $ 176,595 | 227,763 | |
Right-of-use assets | 3,519 | ||
Total assets | 368,225 | ||
Current liabilities | |||
Accounts payable | 36,373 | ||
Accrued expenses | 20,402 | ||
Notes payable, net of discount | 4,090 | ||
Notes payable - related parties | 368 | ||
Convertible notes, net of $945 and $710 discount as of March 31, 2020 and December 31, 2019, respectively | 1,358 | ||
Shares settled liability for intangible asset | 1,000 | ||
Profit share liability | 1,971 | ||
Warrant liability - subsidiary | 24 | ||
Warrant liability | 24 | ||
Derivative liability | 376 | ||
Current portion of lease liability | 815 | ||
Total current liabilities | 67,442 | ||
Deferred income taxes | 28,679 | 30,879 | |
Other long-term liabilities | 41 | ||
Lease liability | 2,705 | ||
Long term borrowings | 43,982 | ||
Total liabilities | 145,049 | ||
COMMITMENTS AND CONTINGENCIES (Note 15) | |||
Series D Convertible Preferred stock, value | 462 | ||
Stockholders' equity: | |||
Common stock par value $0.0001: 400,000,000 shares authorized; 32,307,663 and 28,912,500 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively | 3 | ||
Additional paid-in capital | 257,002 | ||
Accumulated deficit | (56,123) | ||
Non-controlling interest | 22,602 | ||
Accumulated other comprehensive loss | (770) | ||
Total stockholders' equity | 176,191 | 222,714 | $ 232,550 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY AND TEMPORARY EQUITY | 368,225 | ||
FaceBank Group, Inc Pre-Merger [Member] | |||
Current assets | |||
Cash | 81 | 7,624 | 31 |
Accounts receivable, net | 8,904 | ||
Notes Receivable - FuboTV | 10,000 | ||
Inventory | 49 | ||
Prepaid expenses | 130 | 1,396 | |
Total current assets | 10,211 | 17,973 | 31 |
Property and equipment, net | 335 | 14 | |
Deposits | 24 | 24 | 3 |
Investment in Nexway at fair value | 2,374 | ||
Financial assets at fair value | 1,965 | 1,965 | |
Intangible assets | 111,459 | 116,646 | 136,078 |
Goodwill | 176,595 | 227,763 | 149,975 |
Right-of-use assets | 37 | 3,519 | |
Total assets | 302,665 | 368,225 | 286,101 |
Current liabilities | |||
Accounts payable | 3,406 | 36,373 | 2,475 |
Accrued expenses | 4,337 | 20,402 | 5,860 |
Due to related parties | 305 | 665 | 398 |
Notes payable, net of discount | 5,207 | 4,090 | 3,667 |
Notes payable - related parties | 446 | 368 | 172 |
Convertible notes, net of $945 and $710 discount as of March 31, 2020 and December 31, 2019, respectively | 1,962 | 1,358 | 587 |
Convertible notes - related parties | 864 | ||
Shares settled liability for intangible asset | 1,000 | ||
Shares settled liability for note payable | 7,515 | ||
Profit share liability | 1,971 | 1,971 | |
Warrant liability - subsidiary | 39 | 24 | 4,528 |
Warrant liability | 15,987 | ||
Derivative liability | 389 | 376 | |
Current portion of lease liability | 37 | 815 | |
Total current liabilities | 41,601 | 67,442 | 18,551 |
Deferred income taxes | 28,679 | 30,879 | 35,000 |
Other long-term liabilities | 1 | 41 | |
Lease liability | 2,705 | ||
Long term borrowings | 55,130 | 43,982 | |
Total liabilities | 125,411 | 145,049 | 53,551 |
COMMITMENTS AND CONTINGENCIES (Note 15) | |||
Series D Convertible Preferred stock, value | 463 | 462 | |
Stockholders' equity: | |||
Common stock par value $0.0001: 400,000,000 shares authorized; 32,307,663 and 28,912,500 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively | 3 | 3 | 1 |
Additional paid-in capital | 270,397 | 257,002 | 227,570 |
Accumulated deficit | (111,593) | (56,123) | (21,763) |
Non-controlling interest | 17,984 | 22,602 | 26,742 |
Accumulated other comprehensive loss | (770) | ||
Total stockholders' equity | 176,791 | 222,714 | 232,550 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY AND TEMPORARY EQUITY | 302,665 | 368,225 | 286,101 |
FaceBank Group, Inc Pre-Merger [Member] | Series AA Preferred Stock [Member] | |||
Stockholders' equity: | |||
Preferred stock value | |||
FaceBank Group, Inc Pre-Merger [Member] | Series A Preferred Stock [Member] | |||
Stockholders' equity: | |||
Preferred stock value | |||
FaceBank Group, Inc Pre-Merger [Member] | Series B Convertible Preferred Stock [Member] | |||
Stockholders' equity: | |||
Preferred stock value | |||
FaceBank Group, Inc Pre-Merger [Member] | Series C Convertible Preferred Stock [Member] | |||
Stockholders' equity: | |||
Preferred stock value | |||
FaceBank Group, Inc Pre-Merger [Member] | Series X Convertible Preferred Stock [Member] | |||
Stockholders' equity: | |||
Preferred stock value |
Condensed Consolidated Balanc_4
Condensed Consolidated Balance Sheets (FaceBank Group, Inc. Pre-Merger) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2020 | Mar. 31, 2020 | Mar. 20, 2020 | Dec. 31, 2019 | Jan. 09, 2019 | Dec. 31, 2018 |
Convertible notes, net of discount | $ 710 | |||||
Series D Convertible Preferred stock , par value | $ 0.0001 | $ 0.0001 | ||||
Series D Convertible Preferred stock, shares authorized | 2,000,000 | 2,000,000 | ||||
Series D Convertible Preferred stock, shares issued | 0 | 461,839 | ||||
Series D Convertible Preferred stock, shares outstanding | 0 | 461,839 | ||||
Series D Convertible Preferred stock, liquidation preference | $ 0 | $ 462 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares authorized | 400,000,000 | 400,000,000 | ||||
Common stock, shares issued | 47,531,170 | 28,912,500 | ||||
Common stock, shares outstanding | 47,531,170 | 28,912,500 | ||||
Series A Preferred Stock [Member] | ||||||
Preferred stock, par value | $ 0.0001 | |||||
Preferred stock, shares authorized | 5,000,000 | |||||
FaceBank Group, Inc Pre-Merger [Member] | ||||||
Convertible notes, net of discount | $ 945 | $ 710 | $ 456 | |||
Series D Convertible Preferred stock , par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Series D Convertible Preferred stock, shares authorized | 2,000,000 | 2,000,000 | 2,000,000 | |||
Series D Convertible Preferred stock, shares issued | 456,000 | 461,839 | ||||
Series D Convertible Preferred stock, shares outstanding | 456,000 | 461,839 | ||||
Series D Convertible Preferred stock, liquidation preference | $ 463 | $ 462 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 400,000,000 | 400,000,000 | 400,000,000 | 400,000,000 | ||
Common stock, shares issued | 32,307,663 | 28,912,500 | 7,532,776 | |||
Common stock, shares outstanding | 32,307,663 | 28,912,500 | 7,532,776 | |||
FaceBank Group, Inc Pre-Merger [Member] | Series AA Preferred Stock [Member] | ||||||
Preferred stock, par value | $ 0.00001 | |||||
Preferred stock, shares authorized | 35,800,000 | |||||
Preferred stock, shares issued | 0 | |||||
Preferred stock, shares outstanding | 0 | |||||
FaceBank Group, Inc Pre-Merger [Member] | Series A Preferred Stock [Member] | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | |||
Preferred stock, shares issued | 0 | 0 | ||||
Preferred stock, shares outstanding | 0 | 0 | ||||
FaceBank Group, Inc Pre-Merger [Member] | Series B Convertible Preferred Stock [Member] | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||
Preferred stock, shares issued | 0 | 0 | ||||
Preferred stock, shares outstanding | 0 | 0 | ||||
FaceBank Group, Inc Pre-Merger [Member] | Series C Convertible Preferred Stock [Member] | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares authorized | 41,000,000 | 41,000,000 | ||||
Preferred stock, shares issued | 0 | 0 | ||||
Preferred stock, shares outstanding | 0 | 0 | ||||
FaceBank Group, Inc Pre-Merger [Member] | Series X Convertible Preferred Stock [Member] | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||
Preferred stock, shares issued | 0 | 1,000,000 | ||||
Preferred stock, shares outstanding | 0 | 1,000,000 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (FaceBank Group, Inc. Pre-Merger) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Other income (expense) | ||||
Change in fair value of Panda interests | $ (198) | |||
Net loss | $ (56,343) | $ (2,867) | (38,127) | $ (129,312) |
FaceBank Group, Inc Pre-Merger [Member] | ||||
Revenues | ||||
Revenues, net | 7,295 | 4,271 | ||
Total revenues | 7,295 | 4,271 | ||
Operating expenses | ||||
General and administrative | 20,203 | 1,037 | 13,793 | 6,746 |
Amortization of intangible assets | 5,217 | 5,153 | 20,682 | 8,209 |
Impairment of intangible assets | 8,598 | |||
Depreciation | 3 | 5 | 83 | 8 |
Total operating expenses | 25,423 | 6,195 | 43,156 | 14,963 |
Operating loss | (18,128) | (6,195) | (38,885) | (14,963) |
Other income (expense) | ||||
Interest expense and financing costs | (2,581) | (446) | (2,062) | (2,651) |
Loss on deconsolidation of Nexway | (11,919) | 1,852 | ||
Loss on investments | (8,281) | |||
Foreign currency loss | (18) | |||
Loss on issuance of notes, bonds and warrants | (24,053) | |||
Other expense | (436) | 726 | (94) | |
Change in fair value of warrant liability | (366) | |||
Change in fair value of subsidiary warrant liability | (15) | 2,477 | 4,504 | (91) |
Change in fair value of shares settled liability | (180) | |||
Change in fair value of derivative liability | 297 | 128 | 815 | 741 |
Change in fair value of Panda interests | (198) | |||
Total other income (expense) | (39,253) | 2,159 | (4,514) | (243) |
Loss before income taxes | (57,381) | (4,036) | (43,399) | (15,206) |
Income tax benefit | (1,038) | (1,169) | (5,272) | (2,114) |
Net loss | (56,343) | (2,867) | (38,127) | (13,092) |
Less: net loss attributable to non-controlling interest | 873 | 599 | 3,767 | 2,482 |
Net loss attributable to controlling interest | (55,470) | (3,466) | (34,360) | (10,610) |
Less: Deemed dividend on Series D Preferred stock | (9) | |||
Less: Deemed dividend - beneficial conversion feature on preferred stock | (171) | (589) | ||
Net loss attributable to common stockholders | $ (55,641) | $ (3,466) | (34,958) | (10,610) |
Other comprehensive income (loss) | ||||
Foreign currency translation adjustment | (770) | |||
Comprehensive loss | $ (35,728) | $ (10,610) | ||
Net loss per share attributable to common stockholders | ||||
Basic | $ (1.83) | $ (0.27) | ||
Diluted | (1.83) | $ (0.27) | ||
Basic and diluted | $ (1.83) | $ (1.57) | $ (2.37) | |
Weighted average shares outstanding: | ||||
Basic | 30,338,073 | 12,883,381 | ||
Diluted | 30,338,073 | 12,883,381 | ||
Basic and diluted | 30,338,073 | 22,286,060 | 4,481,600 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (FaceBank Group, Inc. Pre-Merger) - FaceBank Group, Inc Pre-Merger [Member] - USD ($) $ in Thousands | Series X Convertible Preferred Stock [Member] | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss | Noncontrolling Interest [Member] | Total Stockholders Equity [Member] |
Balance at Dec. 31, 2017 | $ 1 | $ 8,053 | $ (11,153) | $ (3,099) | ||||
Balance, shares at Dec. 31, 2017 | 7,424,491 | 2,659,918 | ||||||
Issuance of common stock for cash | 3,185 | 3,185 | ||||||
Issuance of common stock for cash, shares | 623,578 | |||||||
Issuance of common stock for services | 3,752 | 3,752 | ||||||
Issuance of common stock for services, shares | 407,943 | |||||||
Issuance of common stock for commitment fee | 63 | 63 | ||||||
Issuance of common stock for commitment fee, shares | 3,072 | |||||||
Conversion of notes payable into common shares | 18 | 18 | ||||||
Conversion of notes payable into common shares, shares | 4,334 | |||||||
Cashless exercise of warrants | ||||||||
Cashless exercise of warrants, shares | 5,114 | |||||||
Excess shares issued upon cashless exercise of warrants | 94 | 94 | ||||||
Excess shares issued upon cashless exercise of warrants, shares | 10,492 | |||||||
Beneficial conversion feature on note payable | 50 | 50 | ||||||
Beneficial conversion feature on note payable, shares | ||||||||
Exchange of Series A Preferred into common stock | $ (1) | $ 1 | ||||||
Exchange of Series A Preferred into common stock, shares | (5,000,000) | 3,633,333 | ||||||
Conversion of Series B Preferred into common stock | ||||||||
Conversion of Series B Preferred into common stock, shares | (1,000,000) | 66,667 | ||||||
Conversion of Series C Preferred into common stock | $ 94,966 | |||||||
Conversion of Series C Preferred into common stock, shares | (1,424,491) | |||||||
Issuance of Series X Preferred for business acquisition | 211,500 | 211,500 | ||||||
Issuance of Series X Preferred for business acquisition, shares | 1,000,000 | |||||||
Non-controlling interest of acquired business | 29,224 | 29,224 | ||||||
Issuance of common stock for purchase of asset | 658 | 658 | ||||||
Issuance of common stock for purchase of asset, shares | 23,360 | |||||||
Extinguishment gain on related party convertible notes recorded as a capital contribution | 197 | 197 | ||||||
Foreign currency translation adjustment | ||||||||
Net loss | (10,610) | (2,482) | (13,092) | |||||
Balance at Dec. 31, 2018 | $ 1 | 227,570 | (21,763) | 26,742 | 232,550 | |||
Balance, shares at Dec. 31, 2018 | 1,000,000 | 1,000,000 | 7,532,777 | |||||
Issuance of common stock for cash | 1,778 | 1,778 | ||||||
Issuance of common stock for cash, shares | 378,098 | |||||||
Preferred stock converted to common stock | $ 1 | (1) | ||||||
Preferred stock converted to common stock, shares | (1,000,000) | 15,000,000 | ||||||
Common stock issued for lease settlement | 130 | 130 | ||||||
Common stock issued for lease settlement, shares | 18,935 | |||||||
Issuance of subsidiary common stock for cash | 65 | 65 | ||||||
Issuance of subsidiary common stock for cash, shares | ||||||||
Additional shares issued for reverse stock split | ||||||||
Additional shares issued for reverse stock split, shares | 1,374 | |||||||
Net loss | (3,466) | 599 | (2,867) | |||||
Balance at Mar. 31, 2019 | $ 2 | 229,542 | (25,229) | 27,341 | 231,656 | |||
Balance, shares at Mar. 31, 2019 | 22,931,183 | |||||||
Balance at Dec. 31, 2018 | $ 1 | 227,570 | (21,763) | 26,742 | 232,550 | |||
Balance, shares at Dec. 31, 2018 | 1,000,000 | 1,000,000 | 7,532,777 | |||||
Balance at Dec. 31, 2018 | $ 1 | 227,570 | (21,763) | 26,742 | 232,550 | |||
Balance, shares at Dec. 31, 2018 | 1,000,000 | 1,000,000 | 7,532,777 | |||||
Balance at Dec. 31, 2018 | $ 1 | 227,570 | (21,763) | 26,742 | 232,550 | |||
Balance, shares at Dec. 31, 2018 | 1,000,000 | 1,000,000 | 7,532,777 | |||||
Issuance of common stock for cash | 2,526 | 2,526 | ||||||
Issuance of common stock for cash, shares | 1,028,497 | |||||||
Issuance of common stock for services | 302 | 302 | ||||||
Issuance of common stock for services, shares | 35,009 | |||||||
Conversion of Series B Preferred into common stock | ||||||||
Issuance of common stock for cash - Hong Kong investor | 1,063 | 1,063 | ||||||
Issuance of common stock for cash - Hong Kong investor, shares | 93,910 | |||||||
Preferred stock converted to common stock | $ 1 | (1) | ||||||
Preferred stock converted to common stock, shares | (1,000,000) | 15,000,000 | ||||||
Common stock issued for lease settlement | 130 | 130 | ||||||
Common stock issued for lease settlement, shares | 18,935 | |||||||
Issuance of subsidiary common stock for cash | $ 92 | $ 92 | ||||||
Issuance of subsidiary common stock for cash, shares | ||||||||
Additional shares issued for reverse stock split, shares | 1,373 | |||||||
Acquisition of Facebank AG and Nexway | $ 19,950 | $ 3,582 | $ 23,532 | |||||
Acquisition of Facebank AG and Nexway, shares | 2,500,000 | |||||||
Issuance of common stock - subsidiary share exchange | $ 1 | 3,954 | (3,955) | |||||
Issuance of common stock - subsidiary share exchange, shares | 2,503,333 | |||||||
Issuance of common stock in connection with cancellation of a consulting agreement | 13 | 13 | ||||||
Issuance of common stock in connection with cancellation of a consulting agreement, shares | 2,000 | |||||||
Deemed dividend related to immediate accretion of redemption feature of convertible preferred stock | (589) | (589) | ||||||
Deemed dividend on Series D preferred stock | (9) | (9) | ||||||
Accrued Series D preferred stock dividends | (14) | (14) | ||||||
Common stock issued in connection with note payable | 47 | 47 | ||||||
Common stock issued in connection with note payable, shares | 5,000 | |||||||
Issuance of common stock in connection with Panda Investment | 1,918 | 1,918 | ||||||
Issuance of common stock in connection with Panda Investment, shares | 175,000 | |||||||
Issuance of common stock in connection with note conversion | 50 | 50 | ||||||
Issuance of common stock in connection with note conversion, shares | 16,666 | |||||||
Foreign currency translation adjustment | (770) | 770 | ||||||
Net loss | (34,360) | (3,767) | (38,127) | |||||
Balance at Dec. 31, 2019 | $ 3 | 257,002 | (56,123) | (770) | 22,602 | 222,714 | ||
Balance, shares at Dec. 31, 2019 | 28,912,500 | |||||||
Balance at Mar. 31, 2019 | $ 2 | 229,542 | (25,229) | 27,341 | 231,656 | |||
Balance, shares at Mar. 31, 2019 | 22,931,183 | |||||||
Balance at Dec. 31, 2019 | $ 3 | 257,002 | (56,123) | (770) | 22,602 | 222,714 | ||
Balance, shares at Dec. 31, 2019 | 28,912,500 | |||||||
Issuance of common stock for cash | 2,297 | 2,297 | ||||||
Issuance of common stock for cash, shares | 795,593 | |||||||
Issuance of common stock for services | $ 1,600 | |||||||
Issuance of common stock for services, shares | 200,000 | |||||||
Issuance of common stock - subsidiary share exchange | 1,150 | (1,150) | ||||||
Issuance of common stock - subsidiary share exchange, shares | 1,552,070 | |||||||
Deemed dividend related to immediate accretion of redemption feature of convertible preferred stock | (171) | (171) | ||||||
Accrued Series D preferred stock dividends | (9) | (9) | ||||||
Common stock issued in connection with note payable | 67 | 67 | ||||||
Common stock issued in connection with note payable, shares | 7,500 | |||||||
Stock based compensation | 10,061 | 10,061 | ||||||
Stock based compensation, shares | 1,040,000 | |||||||
Deconsolidation of Nexway | 770 | (2,595) | (1,825) | |||||
Net loss | (55,470) | (873) | (56,343) | |||||
Balance at Mar. 31, 2020 | $ 3 | 270,397 | (111,593) | 17,984 | 176,791 | |||
Balance, shares at Mar. 31, 2020 | 32,307,663 | |||||||
Balance at Dec. 31, 2019 | $ 3 | 257,002 | (56,123) | (770) | 22,602 | 222,714 | ||
Balance, shares at Dec. 31, 2019 | 28,912,500 | |||||||
Balance at Dec. 31, 2019 | $ 3 | 257,002 | (56,123) | (770) | 22,602 | 222,714 | ||
Balance, shares at Dec. 31, 2019 | 28,912,500 | |||||||
Balance at Mar. 31, 2020 | $ 3 | $ 270,397 | $ (111,593) | $ 17,984 | $ 176,791 | |||
Balance, shares at Mar. 31, 2020 | 32,307,663 |
Condensed Consolidated Statem_7
Condensed Consolidated Statements of Cash Flows (FaceBank Group, Inc. Pre-Merger) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities | ||||||
Net loss | $ (56,343) | $ (2,867) | $ (404,064) | $ (13,141) | $ (38,127) | $ (129,312) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Depreciation | 300 | |||||
Gain on extinguishment of convertible notes | 9,827 | |||||
Issuance of common stock for services | 101 | |||||
Stock-based compensation | 24,081 | |||||
Loss on deconsolidation of Nexway, net of cash retained by Nexway | 8,564 | |||||
Loss on issuance of notes, bonds and warrants | 13,507 | |||||
Impairment of intangible assets | 88,059 | |||||
Amortization of debt discount | 12,271 | 501 | ||||
Deferred income tax benefit | (20,589) | (3,234) | ||||
Change in fair value of derivative liability | 426 | (1,017) | ||||
Change in fair value of warrant liability | (9,143) | |||||
Change in fair value of subsidiary warrant liability | (3) | (4,432) | ||||
Change in fair value of shares settled liability | 1,665 | |||||
Change in fair value of Panda interests | 148 | 198 | ||||
Accrued interest on note payable | 244 | 557 | ||||
Changes in operating assets and liabilities of business, net of acquisitions: | ||||||
Accounts receivable | (2,071) | 3,620 | ||||
Accounts payable | 7,881 | 2,819 | ||||
Accrued expenses | (11,569) | 617 | ||||
Lease liability | (421) | (46) | ||||
Net cash used in operating activities | (72,450) | 1,257 | ||||
Cash flows from investing activities | ||||||
Investment in Panda Productions (HK) Limited | (1,050) | |||||
Sale of profits interest in investment in Panda Productions (HK) Limited | 655 | |||||
Purchase of intangible assets | (250) | |||||
Payments for property and equipment | (103) | |||||
Advance to fuboTV | (10,000) | |||||
Lease security deposit | (21) | |||||
Net cash (used in) provided by investing activities | (1,349) | 1,625 | ||||
Cash flows from financing activities | ||||||
Proceeds from issuance of convertible notes | 3,003 | 275 | ||||
Repayments of convertible notes | (3,913) | (523) | ||||
Proceeds from the issuance of Series D Preferred Stock | 203 | 450 | ||||
Proceeds from sale of common stock and warrants | 97,142 | 2,916 | ||||
Proceeds from sale of subsidiary's common stock | 65 | |||||
Redemption of Series D Preferred Stock | (883) | |||||
Repayments of note payable related party | (14,143) | |||||
Net cash provided by financing activities | 106,314 | 2,983 | ||||
Net (decrease) increase in cash | 32,515 | 5,865 | ||||
Cash and cash equivalents and restricted cash, beginning of period | 7,624 | 31 | 7,624 | 31 | 31 | |
Cash and cash equivalents and restricted cash, end of period | 40,139 | 5,896 | 7,624 | 31 | ||
Supplemental disclosure of cash flows information: | ||||||
Interest paid | 6,161 | 170 | ||||
Income tax paid | ||||||
Non cash financing and investing activities: | ||||||
Reclass of shares settled liability for intangible asset to stock-based compensation | 1,000 | |||||
Issuance of common stock - subsidiary share exchange | 2,042 | |||||
Issuance of common stock in connection with note conversion | 259 | |||||
Accrued Series D Preferred Stock dividends | 17 | 5 | ||||
Common stock issued for lease settlement | (130) | |||||
FaceBank Group, Inc Pre-Merger [Member] | ||||||
Cash flows from operating activities | ||||||
Net loss | (56,343) | (2,867) | (38,127) | (13,092) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Amortization of intangible assets | 5,217 | 5,153 | 20,682 | 8,209 | ||
Depreciation | 3 | 5 | 83 | 8 | ||
Gain on extinguishment of convertible notes | 11,919 | (1,852) | ||||
Loss on excess shares issued upon cashless exercise of warrants | 94 | |||||
Issuance of common stock for services | 302 | 3,752 | ||||
Issuance of common stock in connection with cancellation of a consulting agreement | 13 | |||||
Common stock issued for commitment fee | 63 | |||||
Loss on investments | 8,281 | |||||
Stock-based compensation | 9,061 | 1,118 | ||||
Loss on deconsolidation of Nexway, net of cash retained by Nexway | 8,564 | |||||
Common stock issued in connection with note payable | 67 | 47 | ||||
Loss on issuance of notes, bonds and warrants | 24,053 | |||||
Impairment of intangible assets | 8,598 | |||||
Amortization of debt discount | 1,664 | 234 | 603 | 1,535 | ||
Deferred income tax benefit | (1,038) | (1,169) | (5,272) | (2,114) | ||
Fair value of derivative in excess of note payable | 293 | |||||
Change in fair value of derivative liability | (297) | (128) | (815) | (741) | ||
Change in fair value of warrant liability | 366 | |||||
Change in fair value of subsidiary warrant liability | 15 | (2,477) | (4,504) | 91 | ||
Change in fair value of shares settled liability | 180 | |||||
Change in fair value of Panda interests | 198 | |||||
Amortization of right-of-use assets | 13 | 6 | 200 | |||
Other income related to note conversion | (50) | |||||
Accrued interest on note payable | 112 | 144 | 658 | |||
Foreign currency loss | (770) | |||||
Other adjustments | (55) | (1,304) | ||||
Changes in operating assets and liabilities of business, net of acquisitions: | ||||||
Accounts receivable | (927) | 7,705 | ||||
Notes Receivable | (179) | |||||
Prepaid expenses | 1,102 | (23) | (227) | |||
Accounts payable | 1,295 | 172 | 5,476 | 183 | ||
Accrued expenses | (277) | 374 | (964) | 74 | ||
Due from related parties | (60) | |||||
Lease liability | (14) | (6) | (200) | 344 | ||
Net cash used in operating activities | (7,478) | (582) | 1,731 | (3,153) | ||
Cash flows from investing activities | ||||||
Investment in Panda Productions (HK) Limited | (1,000) | (1,000) | ||||
Acquisition of FaceBank AG and Nexway, net of cash paid | 2,300 | |||||
Sale of profits interest in investment in Panda Productions (HK) Limited | 212 | 655 | ||||
Purchase of intangible assets | (250) | |||||
Payments for property and equipment | (175) | |||||
Advance to fuboTV | (2,421) | |||||
Lease security deposit | (13) | (21) | ||||
Net cash (used in) provided by investing activities | (2,421) | (801) | 1,509 | |||
Cash flows from financing activities | ||||||
Proceeds from issuance of convertible notes | 900 | 847 | 1,780 | |||
Repayments of convertible notes | (550) | (203) | (541) | (1,803) | ||
Proceeds from the issuance of Series D Preferred Stock | 203 | 700 | ||||
Proceeds from sale of common stock and warrants | 2,297 | 1,778 | 3,589 | 3,130 | ||
Proceeds from sale of subsidiary's common stock | 65 | 92 | ||||
Redemption of Series D Preferred Stock | (272) | (337) | ||||
Proceeds from related parties notes | 78 | 423 | ||||
Repayments of note payable related party | (264) | |||||
(Repayments) proceeds from (to) related parities | (300) | 18 | (156) | |||
Net cash provided by financing activities | 2,356 | 1,658 | 4,353 | 3,107 | ||
Net (decrease) increase in cash | (7,543) | 275 | 7,593 | (46) | ||
Cash and cash equivalents and restricted cash, beginning of period | 7,624 | 31 | $ 7,624 | $ 31 | 31 | 77 |
Cash and cash equivalents and restricted cash, end of period | 81 | 306 | 7,624 | 31 | ||
Supplemental disclosure of cash flows information: | ||||||
Interest paid | 170 | 68 | 170 | 588 | ||
Income tax paid | ||||||
Total Interest and Income tax paid | 170 | 588 | ||||
Non cash financing and investing activities: | ||||||
Reclass of shares settled liability for intangible asset to stock-based compensation | 1,000 | |||||
Issuance of common stock - subsidiary share exchange | 1,150 | |||||
Lender advanced loan proceeds direct to fuboTV | 7,579 | |||||
Issuance of common stock in connection with note conversion | 50 | 18 | ||||
Issuance of common stock upon acquisition of Facebank AG and Nexway | 19,950 | |||||
Issuance of common stock in connection with Panda Investment | 1,918 | |||||
Series X convertible preferred stock issued upon acquisition of Evolution AI Corporation | 211,500 | |||||
Issuance of common stock upon acquisition of Evolution AI Corporation | 658 | |||||
Long term borrowings related to investment | 5,443 | |||||
Extinguishment gain on related party convertible notes recorded as a capital contribution | 197 | |||||
Beneficial conversion feature | 50 | |||||
Shares settled liability for intangible asset - Floyd Mayweather | 1,000 | |||||
Accrued Series D Preferred Stock dividends | 9 | 14 | ||||
Deemed dividend related to immediate accretion of redemption feature of convertible preferred stock | 171 | 589 | ||||
Common stock issued for lease settlement | 130 | 130 | ||||
Measurement period adjustment on the Evolution AI Corporation acquisition | $ 1,920 | $ 1,921 |
Organization and Nature of Busi
Organization and Nature of Business | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Organization and Nature of Business | 1. Organization and Nature of Business Incorporation fuboTV Inc. (“fuboTV” or the “Company”) was incorporated under the laws of the State of Florida in February 2009 under the name York Entertainment, Inc. The Company changed its name to FaceBank Group, Inc. on September 30, 2019. On August 10, 2020, the Company changed its name to fuboTV Inc. and as of May 1, 2020, the Company’s trading symbol was changed to from “FBNK” to “FUBO.” Unless the context otherwise requires, “fuboTV,” “we,” “us,” “our,” and the “Company” refers to fuboTV and its subsidiaries on a consolidated basis, and “fuboTV Pre-Merger” refers to fuboTV Inc., a Delaware corporation, prior to the Merger, and “fuboTV Sub” refers to fuboTV Media Inc., a Delaware corporation, and the Company’s wholly-owned subsidiary following the Merger. “FaceBank Pre-Merger” refers to FaceBank Group, Inc. prior to the Merger and its subsidiaries prior to the closing of the Merger. Merger with fuboTV Pre-Merger On April 1, 2020 (the “Effective Time”), fuboTV Acquisition Corp., a Delaware corporation and FaceBank Pre-Merger’s wholly-owned subsidiary (“Merger Sub”) merged with and into fuboTV Pre-Merger, whereby fuboTV Pre-Merger continued as the surviving corporation and became our wholly-owned subsidiary pursuant to the terms of the Agreement and Plan of Merger and Reorganization dated as of March 19, 2020, by and among us, Merger Sub and fuboTV Pre-Merger (the “Merger Agreement” and such transaction, the “Merger”) (See Note 4). In accordance with the terms of the Merger Agreement, at the Effective Time of the Merger, all of the capital stock of fuboTV Pre-Merger was converted into shares of our newly-created class of Series AA Convertible Preferred Stock, par value $0.0001 per share (the “Series AA Preferred Stock”) (See Note 17). Each share of Series AA Convertible Preferred Stock is entitled to 0.8 votes per share and is convertible into two shares of our common stock, only in connection with the sale of such shares on an arms’-length basis either pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act or pursuant to an effective registration statement under the Securities Act. Prior to our uplist to the NYSE, the Series AA Convertible Preferred Stock benefited from certain protective provisions that, for example, required us to obtain the approval of a majority of the shares of outstanding Series AA Convertible Preferred Stock, voting as a separate class, before undertaking certain matters. Prior to the Merger, the Company was, and after the Merger continues to be, in part, a character-based virtual entertainment business and a developer of digital human likeness for celebrities, focused on applications in traditional entertainment, sports entertainment, live events, social networking, mixed reality (AR/VR) and artificial intelligence. As a result of the Merger, fuboTV Pre-Merger, a leading live TV streaming platform for sports, news, and entertainment, became a wholly-owned subsidiary of the Company. In connection with the Merger, on March 11, 2020, the Company and HLEE Finance S.a r.l. (“HLEE”) entered into a Credit Agreement, dated as of March 11, 2020, pursuant to which HLEE provided the Company with a $100.0 million revolving line of credit (the “Credit Facility”). The Credit Facility was secured by substantially all the assets of the Company. The Credit Facility was terminated on July 8, 2020. On March 19, 2020, the Company, Merger Sub, Evolution AI Corporation (“EAI”) and Pulse Evolution Corporation (“PEC” and collectively with EAI, Merger Sub and the Company, the “Initial Borrower”) and FB Loan Series I, LLC (“FB Loan”) entered into a Note Purchase Agreement (the “Note Purchase Agreement”), pursuant to which the Initial Borrower sold to FB Loan senior secured promissory notes in an aggregate principal amount of $10.1 million (the “Senior Notes”). The Company received proceeds of $7.4 million, net of an original issue discount of $2.7 million. In connection with the FB Loan, the Company, fuboTV Sub and certain of their respective subsidiaries granted a lien on substantially of their assets to secure the obligations under the Senior Notes. See Note 13 for more information about the Note Purchase Agreement. Prior to the Merger, fuboTV Pre-Merger and its subsidiaries were party to a Credit and Guaranty Agreement, dated as of April 6, 2018 (the “AMC Agreement”), with AMC Networks Ventures LLC as lender, administrative agent and collateral agent (“AMC Networks Ventures”). fuboTV Pre-Merger previously granted AMC Networks Ventures a lien on substantially all of its assets to secure its obligations thereunder. The AMC Agreement survived the Merger and, as of the Effective Time, there was $23.6 million outstanding under the AMC Agreement, net of debt issuance costs. In connection with the Merger, the Company guaranteed the obligations of fuboTV Pre-Merger under the AMC Agreement on an unsecured basis. The liens of AMC Networks Ventures on the assets of fuboTV Pre-Merger are senior to the liens in favor of FB Loan and FaceBank Pre-Merger securing the Senior Notes. Nature of Business after the Merger Prior to the Merger, the Company focused on developing its technology-driven IP in sports, movies and live performances. Since the acquisition of fuboTV Pre-Merger, we are principally focused on offering consumers a leading live TV streaming platform for sports, news and entertainment through fuboTV. The Company’s revenues are almost entirely derived from the sale of subscription services and the sale of advertisements in the United States. Our subscription-based streaming services are offered to consumers who can sign-up for accounts through which we provide basic plans with the flexibility for consumers to purchase the add-ons and features best suited for them. Besides the website, consumers can also sign-up via some TV-connected devices. The fuboTV platform provides a broad suite of unique features and personalization tools such as multi-channel viewing capabilities, favorites lists and a dynamic recommendation engine as well as 4K streaming and Cloud DVR offerings. |
Description of Business (fuboTV
Description of Business (fuboTV Inc. Pre-Merger) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Fubo TV Pre-Merger [Member] | ||
Description of Business | 1. Description of Business fuboTV Inc. (“fuboTV”, “the Company”, “we” or “us”) is an internet television service company headquartered in New York, NY. The Company originally incorporated in the state of Delaware on March 4, 2014 under the name S.C. Networks, Inc. before changing its name on March 8, 2016. The Company’s over-the-top (“OTT”) service offers subscribers access to live, recorded, and video-on-demand (“VOD”) broadcast and cable network content through the Company’s affiliate agreements with major media and entertainment companies. The Company’s primary source of revenue is monthly subscription fees with additional add-on video subscription packages available for purchase, (e.g., premium channels, additional DVR storage, and streaming on multiple devices). The Company offers its OTT service in the United States and Spain through its wholly owned subsidiary, Fubo TV Spain, S.L. On March 19, 2020, the Company entered into that certain Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) dated as of March 19, 2020, by and among the Company, fuboTV Acquisition Corp. and FaceBank Group, Inc. (“FaceBank”), pursuant to which, on April 1, 2020, the Company became a wholly-owned subsidiary of FaceBank (the “Acquisition”). Refer to Note 13 for further details. | 1. Description of Business fuboTV Inc. (“fuboTV”, “the Company”, “we” or “us”) is an internet television service company headquartered in New York, NY. The Company originally incorporated in the state of Delaware on March 4, 2014 under the name S.C. Networks, Inc. before changing its name on March 8, 2016. The Company’s over-the-top (“OTT”) service offers subscribers access to live, recorded, and video-on-demand (“VOD”) broadcast and cable network content through the Company’s affiliate agreements with major media and entertainment companies. The Company’s primary source of revenue is monthly subscription fees with additional add-on video subscription packages available for purchase, (e.g., premium channels, additional DVR storage, and streaming on multiple devices). The Company offers it OTT service in the United States and Spain through its wholly owned subsidiary, Fubo TV Spain, S.L. |
Liquidity, Going Concern and Ma
Liquidity, Going Concern and Management Plans | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity, Going Concern and Management Plans | 2. Liquidity, Going Concern and Management Plans The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. The Company had cash and cash equivalents of $38.9 million, a working capital deficiency of $189.1 million and an accumulated deficit of $458.6 million as of September 30, 2020. The Company incurred a $404.1 million net loss for the nine months ended September 30, 2020. Since inception, the Company’s operations have been financed primarily through the sale of equity and debt securities. The Company has incurred losses from operations and negative cash flows from operating activities since inception and expects to continue to incur substantial losses as it continues to fully ramp up its operating activities. While we expect to continue incurring losses in the foreseeable future, we successfully raised $183 million in October 2020, net of offering expenses, through a public offering of our common stock. The proceeds from this offering provide us with the necessary liquidity to continue as a going concern for at least one year from the date these financial statements are issued. In addition to the foregoing, the Company cannot predict the long-term impact on its development timelines, revenue levels and its liquidity due to the worldwide spread of COVID-19. Based upon the Company’s current assessment, it does not expect the impact of the COVID-19 pandemic to materially impact the Company’s operations. However, the Company is continuing to assess the impact the spread of COVID-19 may have on its operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Principles of Consolidation and Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts, as of September 30, 2020, of the Company, its wholly-owned subsidiaries and its 99.7%-owned operating subsidiary EAI, which, until the Merger, was the Company’s principal operating subsidiary; inactive subsidiaries York Production LLC and York Production II LLC; wholly-owned subsidiaries Facebank AG, StockAccess Holdings SAS (“SAH”) and FBNK Finance Sarl (“FBNK Finance”); its 70.0% ownership in Highlight Finance Corp. (“HFC”); and its 76% ownership in Pulse Evolution Corporation (“PEC”). Subsequent to the Merger, fuboTV Pre-Merger became our wholly owned subsidiary. All inter-company balances and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments and events in the current period such as the Nexway deconsolidation and acquisition of fuboTV Pre-Merger, considered necessary for a fair presentation of such interim results. The results for the unaudited condensed consolidated statement of operations are not necessarily indicative of results to be expected for the year ending December 31, 2020 or for any future interim period. The unaudited condensed consolidated balance sheet as at December 31, 2019 has been derived from the audited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2019 and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on May 29, 2020, as amended on Form 10-K/A filed with the SEC on August 11, 2020 along with the consolidated financial statements for fuboTV Pre-Merger for the year ended December 31, 2019 and notes thereto included on Form 8-K/A filed with the SEC on June 17, 2020. Reclassifications For the three and nine months ended September 30, 2019, the Company has reclassified certain prior year amounts on the face of the financial statements in order to conform to the current year presentation. These reclassifications had no effect on the Company’s consolidated financial position, results of operations, or liquidity. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates. The significant estimates and assumptions include allocating the fair value of purchase consideration to assets acquired and liabilities assumed in business acquisitions, useful lives of property and equipment and intangible assets, recoverability of goodwill, long-lived assets, and investments, accruals for contingent liabilities, valuations of derivative liabilities, equity instruments issued in share-based payment arrangements and accounting for income taxes, including the valuation allowance on deferred tax assets. Significant Accounting Policies For a detailed discussion about the Company’s significant accounting policies, see the Company’s Annual Report on Form 10-K filed with the SEC on May 29, 2020, as amended on Form 10-K/A filed with the SEC on August 11, 2020. Segment and Reporting Unit Information Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. A committee consisting of the Company’s executives are determined to be the CODM. The CODM reviews financial information and makes resource allocation decisions between the fubo TV and Facebank pre-merger businesses. As such, the Company has two operating segments (fuboTV and Facebank) as of September 30, 2020. As of September 30, 2020, the Facebank operating segment had nominal operations. Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with remaining maturities at the date of purchase of three months or less to be cash equivalents, including balances held in the Company’s money market account. The Company also classifies amounts in transit from payment processors for customer credit card and debit card transactions as cash equivalents. Restricted cash primarily represents cash on deposit with financial institutions in support of a letter of credit outstanding in favor of the Company’s landlord for office space. The restricted cash balance has been excluded from the cash balance and is classified as restricted cash on the condensed consolidated balance sheets. The following table provides a reconciliation of cash, cash equivalents and restricted cash within the consolidated balance sheet that sum to the total of the same on the consolidated statement of cash flows: September 30, December 31, 2020 2019 Cash and cash equivalents $ 38,864 $ 7,624 Restricted cash 1,275 — Total cash, cash equivalents and restricted cash $ 40,139 $ 7,624 Certain Risks and Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of demand deposits. The Company maintains cash deposits with financial institutions that at times exceed applicable insurance limits. The majority of the Company’s software and computer systems utilizes data processing, storage capabilities and other services provided by Amazon Web Services, or AWS, which cannot be easily switched to another cloud service provider. As such, any disruption of the Company’s interference with AWS would adversely impact the Company’s operations and business. Fair Value of Financial Instruments The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurements. This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements, ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows: Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 — observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and Level 3 — assets and liabilities whose significant value drivers are unobservable. Accounts Receivable, net The Company records accounts receivable at the invoiced amount less an allowance for any potentially uncollectable accounts. The Company’s accounts receivable balance consists of amounts due from the sale of advertisements. In evaluating our ability to collect outstanding receivable balances, we consider many factors, including the age of the balance, collection history, and current economic trends. Bad debts are written off after all collection efforts have ceased. Based on the Company’s current and historical collection experience, management concluded that an allowance for doubtful accounts was not necessary as of September 30, 2020 or December 31, 2019. No individual customer accounted for more than 10% of revenue for the three and nine months ended September 30, 2020 and 2019. Four customers accounted for more than 10% of accounts receivable as of September 30, 2020. No customers accounted for more than 10% of accounts receivable as of December 31, 2019. Property and Equipment, net Property and equipment is stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are depreciated over the shorter of the lease term or the estimated useful life of the assets. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statements of operations and comprehensive loss in the period realized. Maintenance and repairs are expensed as incurred. Acquisitions and Business Combinations The Company allocates the fair value of purchase consideration issued in business combination transactions to the tangible assets acquired, liabilities assumed, and separately identified intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from: (a) acquired technology, (b) trademarks and trade names, and (c) customer relationships, useful lives, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. The allocation of the purchase consideration may remain preliminary as the Company gathers additional facts about the circumstances that existed as of the acquisition date during the measurement period. The measurement period shall not exceed one year from the acquisition date. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Revenue From Contracts With Customers The Company recognizes revenue from contracts with customers under ASC 606, Revenue from Contracts with Customers ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the company satisfies a performance obligation The Company generates revenue from the following sources: 1. Subscriptions – The Company sells various subscription plans through its website and third-party app stores. These subscription plans provide different levels of streamed content and functionality depending on the plan selected. Subscription fees are fixed and paid in advance by credit card on a monthly, quarterly or annual basis. A subscription customer executes a contract by agreeing to the Company’s terms of service. The Company considers the subscription contract legally enforceable once the customer has accepted terms of service and the Company has received credit card authorization from the customer’s credit card company. The terms of service allow customers to terminate the subscription at any time, however, in the event of termination, no prepaid subscription fees are refundable. The Company recognizes revenue when it satisfies a performance obligation by transferring control of the promised services to the customers, which is ratably over the subscription period. Upon the customer agreeing to the Company’s terms and conditions and authorization of the credit card, the customer simultaneously receives and consumes the benefits of the streamed content ratably throughout the term of the contract. Subscription services sold through third-party app stores are recorded gross in revenue with fees to the third-party app stores recorded in subscriber related expenses in the consolidated statement of operations. Management concluded that the customers are the end user of the subscription services sold by these third-party app stores. 2. Advertisements – The Company executes agreements with advertisers that want to display ads (“impressions”) within the streamed content. The Company enters into individual insertion orders (“IOs”) with advertisers, which specify the term of each ad campaign, the number of impressions to be delivered and the applicable rate to be charged. The Company invoices advertisers monthly for impressions actually delivered during the period. Each executed IO provides the terms and conditions agreed to in respect of each party’s obligations. The Company recognizes revenue at a point in time when it satisfies a performance obligation by transferring control of the promised services to the advertiser, which generally is when the advertisement has been displayed. 3. Software licenses, net – Revenue from the sale of software licenses are recognized as a single performance obligation at the point in time that the software license is delivered to the customer. The Company under its contracts is required to provide its customers with 30 days to return the license for a full refund, regardless of reason, and the Company will be provided a refund in full of its cost to sell the license. Therefore, for Nexway, the Company acts as an agent and recognizes revenue on a net basis. As a result of the deconsolidation of Nexway AG which was effective as of March 31, 2020, the Company no longer generates revenue from software licenses.(See Note 7) 4. Other – The Company has an annual contract to sub-license its rights to broadcast certain international sporting events to a third party. The Company recognizes revenue under this contract at a point in time when it satisfies a performance obligation by transferring control of the promised services to the third party, which generally is when the third party has access to the programming content. Subscriber Related Expenses Subscriber related expenses consist primarily of affiliate distribution rights and other distribution costs related to content streaming. The cost of affiliate distribution rights is generally incurred on a per subscriber basis and are recognized when the related programming is distributed to subscribers. The Company has certain arrangements whereby affiliate distribution rights are paid in advance or are subject to minimum guaranteed payments. An accrual is established when actual affiliate distribution costs are expected to fall short of the minimum guaranteed amounts. To the extent actual per subscriber fees do not exceed the minimum guaranteed amounts, the Company will expense the minimum guarantee in a manner reflective of the pattern of benefit provided by these subscriber related expenses, which approximates a straight-line basis over each minimum guarantee period within the arrangement. Subscriber related expenses also include credit card and payment processing fees for subscription revenue, customer service, certain employee compensation and benefits, cloud computing, streaming, and facility costs. The Company receives advertising spots from television networks for sale to advertisers as part of the affiliate distribution agreements. Broadcasting and Transmission Broadcasting and transmission expenses are charged to operations as incurred and consist primarily of the cost to acquire a signal, transcode, store, and retransmit it to the subscribers. Sales and Marketing Sales and marketing expenses consist primarily of payroll and related costs, benefits, rent and utilities, stock-based compensation, agency costs, advertising campaigns and branding initiatives. All sales and marketing costs are expensed as they are incurred. Advertising expense totaled $18.2 million and $22.7 million for the three and nine months ended September 30, 2020, respectively, and $0.1 million and $0.3 million in advertising expense was incurred for the three and nine months ended September 30, 2019, respectively. Technology and Development Technology and development expenses are charged to operations as incurred. Technology and development expenses consist primarily of payroll and related costs, benefits, rent and utilities, stock-based compensation, technical services, software expenses, and hosting expenses. General and Administrative General and administrative expenses consist primarily of payroll and related costs, benefits, rent and utilities, stock-based compensation, corporate insurance, office expenses, professional fees, as well as travel, meals, and entertainment costs. Net Loss Per Share Basic net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per common share excludes the potential impact of the Company’s convertible notes, convertible preferred stock, common stock options and warrants because their effect would be anti-dilutive. The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Basic loss per share: Net loss $ (274,117 ) $ (6,909 ) $ (404,064 ) $ (15,794 ) Less: net (loss) income attributable to non-controlling interest — (128 ) 1,555 2,653 Less: Deemed dividend - beneficial conversion feature on preferred stock — (6 ) — (6 ) Add: deemed dividend on Series D Preferred Stock — (379 ) — (379 ) Net loss attributable to common stockholders $ (274,117 ) $ (7,166 ) $ (402,509 ) $ (16,179 ) Shares used in computation: Weighted-average common shares outstanding 44,199,709 24,363,124 36,577,183 20,165,089 Basic and diluted loss per share $ (6.20 ) $ (0.29 ) $ (11.00 ) $ (0.80 The following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion would have been anti-dilutive: September 30, September 30, 2020 2019 Common stock purchase warrants 9,538,533 200,007 Series AA convertible preferred shares 64,648,724 - Series D convertible preferred shares - 455,233 Stock options 17,952,213 16,667 Convertible notes variable settlement feature - 609,491 Total 92,139,470 1,281,398 Recently Issued Accounting Standards In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses” In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company adopted this standard on January 1, 2020 and the adoption did not have a material impact on the condensed financial statements and related disclosures. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. This ASU is effective for annual reporting periods beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. This update permits the use of either the modified retrospective or fully retrospective method of transition. The Company is currently evaluating the impact this ASU will have on its condensed consolidated financial statements and related disclosures. | ||
Fubo TV Pre-Merger [Member] | |||
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The accompanying consolidated financial statements include the accounts of fuboTV Inc. and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. None of the new or amended standards and interpretations that became effective January 1, 2020 have had a significant impact on the Company’s financial reporting. Relevant accounting policies can be found within Note 2 of the 2019 audited consolidated financial statements. Certain immaterial amounts in the financial statements of the prior years have been reclassified to conform to the current year presentation for comparative purposes. COVID-19 In March 2020, the World Health Organization declared the outbreak of the novel respiratory illness COVID-19 a pandemic. The new strain of COVID-19 emerged in China and is considered to be highly contagious and poses a serious public health threat. We are actively monitoring the global situation and the potential impact on our financial condition, liquidity, operations, suppliers, industry, and workforce. Our results for the three months ended March 31, 2020 were not materially impacted, but given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, we are not able to estimate the effects on our results of operations, financial condition, or liquidity for the remaining fiscal year. Going Concern The consolidated financial statements and related notes to the consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred recurring losses and negative cash flows from operations since inception. The Company had a net loss of $35,958 for the three months ended March 31, 2020. As of March 31, 2020, the Company had cash and cash equivalents and restricted cash of $9,373 and an accumulated deficit of $436,217. As a result of these factors, there is substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to meet its obligations in the ordinary course of business is dependent on its ability to expand its subscriber base, increase revenue, establish profitable operations and find sources to fund operations. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Use of Estimates The preparation of consolidated financial statements and related disclosures in conformity with U.S. GAAP requires the Company’s management to make judgments, assumptions and estimates that affect the amounts reported in its financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Significant estimates and assumptions reflected in the consolidated financial statements include, but are not limited to, fair value of stock-based awards, fair value of convertible note derivatives, estimated useful lives and recoverability of long-lived property and equipment, and accounting for income taxes, including the valuation allowance on deferred tax assets. Actual results may differ from these estimates and these differences may be material. Unaudited Interim Consolidated Financial Information The accompanying unaudited consolidated financial statements have been prepared on a basis consistent with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related footnotes as filed with Edgar on the SEC website (www.sec.gov) in the Form 8-K/A filed on June 17, 2020. The consolidated balance sheet as of December 31, 2019 included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by U.S. GAAP. The accompanying interim consolidated balance sheet as of March 31, 2020, the interim consolidated statements of operations and comprehensive loss, the interim consolidated statements of convertible preferred stock and shareholders’ deficit, and the interim consolidated statements of cash flows for the three months ended March 31, 2020 and 2019 are unaudited. These interim consolidated financial statements have been prepared on a basis consistent with the annual consolidated financial statements and, in the opinion of management, include all adjustments necessary to fairly state our financial position as of March 31, 2020, the results of our operations for the three months ended March 31, 2020 and 2019 and the results of our cash flows for the three months ended March 31, 2020 and 2019. The financial data and other financial information disclosure in the notes to these interim consolidated financial statements related to the three-month periods are also unaudited. The results for the three months ended March 31, 2020 are not necessarily indicative of the operating results expected for the year ending December 31, 2020 or any other future period. Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with remaining maturities at the date of purchase of three months or less to be cash equivalents, including balances held in the Company’s money market account. The Company also classifies amounts in transit from payment processors for customer credit card and debit card transactions as cash equivalents. Restricted cash primarily represents cash on deposit with financial institutions in support of a letter of credit outstanding in favor of the Company’s landlord for office space. The restricted cash balance has been excluded from the cash balance and is classified as restricted cash on the consolidated balance sheets. The following table provides a reconciliation of cash, cash equivalents and restricted cash within the consolidated balance sheet that sum to the total of the same on the consolidated statement of cash flows: March 31, December 31, 2020 2019 Cash and cash equivalents $ 8,040 $ 14,305 Restricted cash 1,333 1,334 Total cash, cash equivalents and restricted cash $ 9,373 $ 15,639 Fair Value Measurements and Financial Instruments Fair value accounting is applied for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis (at least annually). Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities recorded at fair value in the consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, which are directly related to the amount of subjectivity, associated with the inputs to the valuation of these assets or liabilities are as follows: Level 1 Observable inputs such as quoted prices in active markets for identical assets and liabilities. Level 2 Inputs other than the quoted prices in active markets that are observable either directly or indirectly. Level 3 Unobservable inputs in which there is little or no market data which require the Company to develop its own assumptions. The carrying amount of the Company’s financial instruments, including accounts receivable, accounts payable, and accrued expenses, approximates their respective fair values because of their short maturities. The Company has not elected the fair value option for any financial assets and liabilities for which such an election would have been permitted. Accounting Pronouncements Issued but Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires an entity to utilize a new impairment model known as the current expected credit loss (“CECL”) model to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is expected to result in more timely recognition of credit losses. This guidance also requires new disclosures for financial assets measured at amortized cost, loans and available-for-sale debt securities. We plan to adopt this standard as of the effective date of our merger with FaceBank to conform to their existing accounting policy and do not expect the adoption of this standard to have a material effect on our financial statements. | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The accompanying consolidated financial statements include the accounts of fuboTV Inc. and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Certain immaterial amounts in the financial statements of the prior years have been reclassified to conform to the current year presentation for comparative purposes. Going Concern The consolidated financial statements and related notes to the consolidated financial statements have been prepared assuming the Company will continue as a going concern within one year after the date of the issuance of the financial statements. The Company has incurred recurring losses and negative cash flows from operations since inception. The Company had a net loss of $173,701 for the year ended December 31, 2019. As of December 31, 2019, the Company had cash and cash equivalents of $15,639 and an accumulated deficit of $400,259. As a result of these factors, there is substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to meet its obligations in the ordinary course of business is dependent on its ability to expand its subscriber base, increase revenue, establish profitable operations and find sources to fund operations. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Use of Estimates The preparation of consolidated financial statements and related disclosures in conformity with U.S. GAAP requires the Company’s management to make judgments, assumptions and estimates that affect the amounts reported in its financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Significant estimates and assumptions reflected in the consolidated financial statements include, but are not limited to, fair value of stock-based awards, fair value of convertible note derivatives, estimated useful lives and recoverability of long-lived property and equipment, and accounting for income taxes, including the valuation allowance on deferred tax assets. Actual results may differ from these estimates and these differences may be material. Change in Accounting Principle In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09, which replaced existing revenue recognition guidance under U.S. GAAP. The Company adopted the new standard effective January 1, 2019 using the modified retrospective method. The adoption of this new standard had no impact on these consolidated financial statements. Revenue Recognition The Company generates revenue primarily from the following sources: 1. Subscriptions – The Company sells various subscription plans through its website and third-party app stores such as Roku and Apple. These subscription plans provide different levels of streamed content and functionality depending on the plan selected. Subscription fees are fixed and paid in advance by credit card on a monthly, quarterly or annual basis. A subscription customer executes a contract by agreeing to the Company’s terms of service. The Company considers the subscription contract legally enforceable once the customer has accepted terms of service and the Company has received credit card authorization from the customer’s credit card company. The terms of service allow customers to terminate the subscription at any time, however, in the event of termination, no prepaid subscription fees are refundable. The Company recognizes revenue at a point in time when it satisfies a performance obligation by transferring control of the promised services to the customers. Upon the customer agreeing to the Company’s terms and conditions and authorization of the credit card, the customer simultaneously receives and consumes the benefits of the streamed content ratably throughout the term of the contract. Subscription services sold through third-party app stores are recorded gross in revenue with fees to the third-party app stores recorded in subscriber related expenses in the consolidated statement of operations. Management concluded that the customers are the end user of the subscription services sold by these third-party app stores. 2. Advertising – The Company executes agreements with advertisers that want to display ads (‘impressions”) within the streamed content. The Company enters into individual insertion orders (“IOs”) with advertisers, which specify the term of each ad campaign, the number of impressions to be delivered and the applicable rate to be charged. The Company invoices advertisers monthly for impressions actually delivered during the period. Each executed IO provides the terms and conditions agreed to in respect of each party’s obligations. The Company recognizes revenue at a point in time when it satisfies a performance obligation by transferring control of the promised services to the advertiser, which generally is when the advertisement has been displayed. 3. Other – The Company has an annual contract to sub-license its rights to broadcast certain international sporting events to a third party. The Company recognizes revenue under this contract at a point in time when it satisfies a performance obligation by transferring control of the promised services to the third party, which generally is when the third party has access to the programming content. Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with remaining maturities at the date of purchase of three months or less to be cash equivalents, including balances held in the Company’s money market account. The Company also classifies amounts in transit from payment processors for customer credit card and debit card transactions as cash equivalents. Restricted cash primarily represents cash on deposit with financial institutions in support of a letter of credit outstanding in favor of the Company’s landlord for office space. The restricted cash balance has been excluded from the cash balance and is classified as restricted cash on the consolidated balance sheets. The following table provides a reconciliation cash, cash equivalents and restricted cash within the consolidated balance sheet that sum to the total of the same on the consolidated statement of cash flows December 31, 2019 2018 Cash and cash equivalents $ 14,305 $ 14,578 Restricted cash 1,334 1,333 Total cash, cash equivalents and restricted cash $ 15,639 $ 15,911 Certain Risks and Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of demand deposits. The Company maintains cash deposits with financial institutions that at times exceed applicable insurance limits. Fair Value Measurements and Financial Instruments Fair value accounting is applied for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis (at least annually). Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities recorded at fair value in the consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, which are directly related to the amount of subjectivity, associated with the inputs to the valuation of these assets or liabilities are as follows: Level 1 Observable inputs such as quoted prices in active markets for identical assets and liabilities. Level 2 Inputs other than the quoted prices in active markets that are observable either directly or indirectly. Level 3 Unobservable inputs in which there is little or no market data which require the Company to develop its own assumptions. The carrying amount of the Company’s financial instruments, including accounts receivable, accounts payable, and accrued expenses, approximates their respective fair values because of their short maturities. The Company has not elected the fair value option for any financial assets and liabilities for which such an election would have been permitted. Accounts Receivable, Net The Company records accounts receivable at the invoiced amount less an allowance for any potentially uncollectable accounts. The Company’s accounts receivable balance includes subscription fees billed, but not yet received from third-party app stores and amounts due from the sale of advertisements. In evaluating our ability to collect outstanding receivable balances, we consider many factors, including the age of the balance, collection history, and current economic trends. Bad debts are written off after all collection efforts have ceased. Based on the Company’s current and historical collection experience, management concluded that an allowance for doubtful accounts is not necessary at December 31, 2019 and 2018. No individual customer accounted for more than 10% of revenue for the years ended December 31, 2019 and 2018. Two customers accounted for more than 10% of accounts receivable at December 31, 2019 and 2018. Prepaid Affiliate Distribution Agreements The Company recognizes assets for prepayments of affiliate distribution agreements. As of December 31, 2019 and 2018, prepaid affiliate agreements include $0 and $242, respectively, related to upfront payments made to television networks for the rights to distribute content within the next twelve months. Affiliate distribution rights are recognized in subscriber related expenses. Property and Equipment, Net Property and equipment is stated at cost, net of accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the assets. When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is reflected in the consolidated statements of operations and comprehensive loss in the period realized. Maintenance and repairs are expensed as incurred. Impairment of Long-Lived Assets Long-lived assets, such as property and equipment subject to depreciation and amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that the useful life is shorter than the Company had originally estimated. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate over its remaining life. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. If the useful life is shorter than originally estimated, the Company amortizes the remaining carrying value over the new shorter useful life. No long-lived asset impairment charges were recognized for the years ended December 31, 2019 and 2018. Leases The Company categorizes leases at their inception as either operating or capital. In the ordinary course of business, the Company has entered into a non-cancelable operating lease for office space. The Company recognizes lease costs on a straight-line basis and treats lease incentives as a reduction of rent expense over the term of the agreement. The difference between cash rent payments and straight-line rent expense is recorded as a deferred rent liability. The Company does not have any leases which are classified as capital leases. Subscriber Related Expenses Subscriber related expenses consist primarily of affiliate distribution rights and other distribution costs related to content streaming. The cost of affiliate distribution rights is generally incurred on a per subscriber basis and are recognized when the related programming is distributed to subscribers. The Company has certain arrangements whereby affiliate distribution rights are paid in advance or are subject to minimum guaranteed payments. An accrual is established when actual affiliate distribution costs are expected to fall short of the minimum guaranteed amounts. To the extent actual per subscriber fees do not exceed the minimum guaranteed amounts, the Company will expense the minimum guarantee in a manner reflective of the pattern of benefit provided by these subscriber related expenses, which approximates a straight-line basis over each minimum guarantee period within the arrangement. Subscriber related expenses also include credit card and payment processing fees for subscription revenue, customer service, certain employee compensation and benefits, cloud computing, streaming, and facility costs. The Company receives advertising spots from television networks for sale to advertisers as part of the affiliate distribution agreements. Broadcasting and Transmission Broadcasting and transmission expenses are charged to operations as incurred and consist primarily of the cost to acquire a signal, transcode, store, and retransmit it to the subscribers. Sales and Marketing Sales and marketing expenses consist primarily of payroll and related costs, benefits, rent and utilities, stock-based compensation, agency costs, advertising campaigns and branding initiatives. All sales and marketing costs are expensed as they are incurred. Advertising expense totaled $30,634 and $44,033 for the years ended December 31, 2019 and 2018, respectively. Technology and Development Technology and development expenses are charged to operations as incurred. Technology and development expenses consist primarily of payroll and related costs, benefits, rent and utilities, stock-based compensation, technical services, software expenses, and hosting expenses. General and Administrative General and administrative expenses consist primarily of payroll and related costs, benefits, rent and utilities, stock-based compensation, corporate insurance, office expenses, professional fees, as well as travel, meals, and entertainment costs. Stock-Based Compensation Stock-based compensation expense is measured based on the grant-date fair value of the stock-based awards. The fair value of each employee share option is estimated on the date of grant using the Black-Scholes option-pricing valuation model. The Company recognizes compensation costs using a straight-line single-option approach for all employee stock-based compensation awards over the requisite service period of the awards, which is generally the awards’ vesting period. Forfeitures are recognized as they occur. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the years in which the temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the period that includes the enactment date. A valuation allowance is recorded for deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company evaluates and accounts for uncertain tax positions using a two-step approach. Recognition, step one, occurs when the Company concludes that a tax position, based solely on its technical merits, is more-likely-than-not to be sustainable upon examination. Measurement, step two, determines the amount of benefit that is greater than 50 percent likely to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. De-recognition of a tax position that was previously recognized would occur when the Company subsequently determines that a tax position no longer meets the more-likely-than-not threshold of being sustained. Comprehensive Loss The Company’s net loss was equal to its comprehensive loss for the years ended December 31, 2019 and 2018. Recently Issued Accounting Standards In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (“ASU 2014-09”), which replaces existing revenue recognition guidance. For nonpublic entities, the new guidance became effective for annual reporting periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. Among other things, the updated guidance requires companies to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The adoption had no impact on the Company’s consolidated financial statements. In February 2016, the FASB issued ASU 2016-02 which requires assets and liabilities related to both capital and operating leases to be recorded on the balance sheet. The new guidance is effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020, and early adoption of the amendments is permitted. The Company is assessing the impact of adoption on the consolidated financial statements. In July 2017, the FASB issued ASU 2017-11 that allows companies to exclude a down round feature when determining whether a financial instrument (or embedded conversion feature) is considered indexed to the entity’s own stock. As a result, financial instruments (or embedded conversion features) with down round features may no longer be required to be accounted for and classified as liabilities. A company will recognize the value of a down round feature only when it is triggered, and the strike price has been adjusted downward. For equity-linked freestanding financial instruments, such as warrants, an entity will treat the value of the effect of the down round, when triggered, as a dividend and a reduction of income available to common shareholders in computing basic earnings per share. For convertible instruments with embedded conversion features containing down round provisions, entities will recognize the value of the down round as a beneficial conversion discount to be amortized to earnings. The guidance in ASU 2017-11 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted, and the guidance is to be applied using a full or modified retrospective approach. The adoption of ASU 2017-09 had no impact on the Company’s consolidated financial statements. In June 2018, the FASB issued ASU 2018-07 that expands the scope of Topic 718 to include stock-based payments issued to nonemployees for goods and services, which are currently accounted for under Topic 505. The ASU specifies that Topic 718 will apply to all stock-based payment transactions in which a grantor acquires goods or services to be used or consumed in the grantor’s own operations in exchange for stock-based payment awards. Upon transition, the Company will remeasure equity-classified awards for which a measurement date has not been established. The cumulative effect of the remeasurement will be recorded as an adjustment to retained earnings as of the beginning of the fiscal year of adoption. The amendments in ASU 2018-07 are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than the Company’s adoption date of Topic 606. The adoption had no impact on the Company’s consolidated financial statements. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | 4. Acquisitions On April 1, 2020, we completed the Merger, as described in Note 1. In accordance with the terms of the Merger Agreement, all of the capital stock of fuboTV Pre-Merger was converted, at a stock exchange ratio of 1.82, into the right to receive 32,324,362 shares of Series AA Convertible Preferred Stock, a newly-created class of our Preferred Stock. Pursuant to the Series AA Certificate of Designation, each share of Series AA Convertible Preferred Stock is convertible into two shares of the Company’s common stock only in connection with the sale of such shares on an arms’-length basis either pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act or pursuant to an effective registration statement under the Securities Act. As of September 30, 2020, 31,611,147 shares of Series AA Convertible Preferred Stock were issued. In addition, each outstanding option to purchase shares of common stock of fuboTV Pre-Merger was assumed by FaceBank Pre-Merger and converted into options to acquire FaceBank Pre-Merger’s common stock at a stock exchange ratio of 3.64. In accordance with the terms of the Merger Agreement, the Company assumed 8,051,098 stock options issued and outstanding under the fuboTV Pre-Merger’s 2015 Equity Incentive Plan (the “2015 Plan”) with a weighted-average exercise price of $1.32 per share. From and after the Effective Time, such options may be exercised for shares of the Company’s common stock under the terms of the 2015 Plan. The preliminary purchase price for the merger was determined to be $576.1 million, which consists of (i) $530.1 million market value ($8.20 per share stock price of the Company as of April 1, 2020) of 64.6 million common shares, (ii) $36.0 million related to the fair value of outstanding options vested prior to the Merger and (iii) $10.0 million related to the effective settlement of a preexisting loan receivable from fuboTV Pre-Merger. No gain or loss was recognized on the settlement as the loan was effectively settled at the recorded amount. Transaction costs of $0.9 million were expensed as incurred. The Company accounted for the Merger as a business combination under the acquisition method of accounting. FaceBank Pre-Merger was determined to be the accounting acquirer based upon the terms of the Merger Agreement and other factors including: (i) FaceBank Pre-Merger’s stockholders owned approximately 57% of the voting common shares of the combined company immediately following the closing of the Merger (54% assuming the exercise of all vested stock options as of the closing of the transaction) and (ii) directors appointed by FaceBank Pre-Merger would hold a majority of board seats in the combined company. The following table presents a preliminary allocation of the purchase price to the net assets acquired, inclusive of intangible assets, with the excess fair value recorded to goodwill. The goodwill, which is not deductible for tax purposes, is attributable to the assembled workforce of fuboTV Pre-Merger, planned growth in new markets, and synergies expected to be achieved from the combined operations of FaceBank Pre-Merger and fuboTV Pre-Merger. The goodwill established will be included within a new fuboTV reporting unit. These estimates are provisional in nature and adjustments may be recorded in future periods as appraisals and other valuation reviews are finalized. During the nine months ended September 30, 2020, the Company continued finalizing its valuations of the assets acquired and liabilities assumed in the April 1, 2020 acquisition of fuboTV based on new information obtained about facts and circumstances that existed as of the acquisition date. During the three months ended September 30, 2020, the Company recorded preliminary measurement period adjustments, mainly to reduce its acquisition date goodwill by approximately $65.3 million and the corresponding net deferred tax liability based on an estimate of the realizability of deferred tax assets acquired in the merger and the resulting impact on the Company’s valuation allowance of its deferred tax assets. The Company is continuing to gather information about the realizability of its deferred tax assets and this initial estimate may be subject to change during the measurement period. Any necessary adjustments will be finalized within one year from the date of acquisition (in thousands). Fair Value Assets acquired: Cash and cash equivalents $ 8,040 Accounts receivable 5,831 Prepaid expenses and other current assets 976 Property & equipment 2,042 Restricted cash 1,333 Other noncurrent assets 397 Operating leases - right-of-use assets 5,395 Intangible assets 243,612 Deferred tax assets 252 Goodwill 493,847 Total assets acquired $ 761,725 Liabilities assumed Accounts payable $ 51,687 Accounts payable – due to related parties 14,811 Accrued expenses and other current liabilities 50,249 Accrued expenses and other current liabilities – due to related parties 30,913 Long term borrowings - current portion 5,625 Operating lease liabilities 5,395 Deferred revenue 8,809 Long-term debt, net of issuance costs 18,125 Total liabilities assumed $ 185,614 Net assets acquired $ 576,111 The fair values of the intangible assets acquired were determined using the income and cost approaches. The fair value measurements were primarily based on significant inputs that are not observable in the market and thus represent Level 3 measurements as defined in ASC 820. The relief from royalty method was used to value the software and technology and tradenames. The relief from royalty method is an application of the income method and estimates fair value for an asset based on the expected cost to license a similar asset from a third-party. Projected cash flows are discounted at a required rate of return that reflects the relative risk of achieving the cash flow and the time value of money. The cost approach, which estimates value by determining the current cost of replacing an asset with another of equivalent economic utility, was used for customer relationships. The cost to replace a given asset reflects the estimated reproduction or replacement cost for these customer related assets. The estimated useful lives and fair value of the intangible assets acquired are as follows (in thousands): Estimated (in Years) Fair Value Software and technology 9 $ 181,737 Customer relationships 2 23,678 Tradenames 9 38,197 Total $ 243,612 The deferred tax assets represent the deferred tax impact associated with the differences in book and tax basis, including incremental differences created from the preliminary purchase price allocation and acquired net operating losses. Deferred taxes associated with estimated fair value adjustments reflect an estimated blended federal and state tax rate, net of tax effects on state valuation allowances. For balance sheet purposes, where U.S. tax rates were used, rates were based on recently enacted U.S. tax law. The effective tax rate of the combined company could be significantly different (either higher or lower) depending on post-merger activities, including cash needs, the geographical mix of income, and changes in tax law. This determination is preliminary and subject to change based upon the final determination of the fair value of the acquired assets and assumed liabilities of fuboTV Pre-Merger. For the nine month period ended September 30, 2020, our condensed consolidated statement of operations included $112.7 million of revenues and a net loss of $274.1 million, which included non-cash goodwill and intangible asset impairment charges of $236.7 million for the legacy Facebank reporting unit, a $20.6 million benefit for income taxes associated with the legacy Facebank reporting unit and a $7.6 million gain on the sale of Facebank AG. Net loss attributable to common stockholders for the nine months ended September 30, 2020 reflects $1.2 million of interest expense associated with a short-term loan issued in connection with the Merger. The following unaudited pro forma consolidated results of operations assume that the acquisition of fuboTV Pre-Merger was completed as of January 1, 2019 (in thousands, except per share data). Nine months ended September 30 2020 2019 Total revenues $ 163,716 $ 99,321 Net loss attributable to common stockholders $ (448,412 ) $ (164,303 ) Pro forma data may not be indicative of the results that would have been obtained had these events occurred at the beginning of the periods presented, nor is it intended to be a projection of future results. |
Revenue From Contracts With Cus
Revenue From Contracts With Customers | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue From Contracts With Customers | 5. Revenue from contracts with customers Disaggregated revenue The following table presents the Company’s revenues disaggregated into categories based on the nature of such revenues (in thousands): Three Months Ended September 30 Nine months ended September 30 2020 2019 2020 2019 Subscriptions $ 53,433 $ - $ 92,945 $ - Advertisements 7,520 - 11,843 - Software licenses, net – Nexway eCommerce Solutions - 5,834 7,295 5,834 Other 249 - 586 - Total revenue $ 61,202 $ 5,834 $ 112,669 $ 5,834 Contract balances There were no losses recognized related to any receivables arising from the Company’s contracts with customers for the three and nine months ended September 30, 2020 and 2019. For the three and nine months ended September 30, 2020 and 2019, the Company did not recognize material bad-debt expense and there were no material contract assets recorded on the accompanying condensed consolidated balance sheet as of September 30, 2020 and December 31, 2019. The contract liabilities primarily relate to upfront payments and consideration received from customers for subscription services. As of September 30, 2020, the Company’s contract liabilities totaled approximately $15.4 million and are recorded as deferred revenue on the accompanying condensed consolidated balance sheet. There were no contract liabilities recorded as of December 31, 2019. Transaction price allocated to remaining performance obligations The Company does not disclose the transaction price allocated to remaining performance obligations since subscription and advertising contracts have an original expected term of one year or less |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Property and Equipment, Net | 6. Property and equipment, net Property and equipment, net, is comprised of the following (in thousands): September 30, 2020 December 31, 2019 Furniture and fixtures $ 668 $ 335 Computer equipment 737 - Leasehold improvements 2,280 - 3,685 335 Less: Accumulated depreciation (1,845 ) - Total property and equipment, net $ 1,840 $ 335 Depreciation expense totaled approximately $0.1 million for the three months ended September 30, 2020. Depreciation expense totaled approximately $0.3 million for the nine months ended September 30, 2020. There was no depreciation expense for the three and nine months ended September 30, 2019. | ||
Fubo TV Pre-Merger [Member] | |||
Property and Equipment, Net | 4. Property and Equipment, net Property and equipment, net, is comprised of the following: Estimated March 31, December 31, useful lives 2020 2019 Furniture and fixtures 5 years $ 572 $ 572 Computer equipment 3 years 682 653 Leasehold improvements Lesser of useful life or lease term 2,272 2,272 3,526 3,497 Less: Accumulated depreciation (1,484 ) (1,349 ) Total property and equipment, net $ 2,042 $ 2,148 | 4. Property and Equipment, net Property and equipment, net, is comprised of the following: Estimated useful lives December 31, 2019 2018 Furniture and fixtures 5 years $ 572 $ 569 Computer equipment 3 years 653 520 Leasehold improvements Lesser of useful 2,272 2,272 3,497 3,361 Less: Accumulated depreciation (1,349 ) (733 ) Total property and equipment, net $ 2,148 $ 2,628 |
FaceBank AG and Nexway - Assets
FaceBank AG and Nexway - Assets Held For Sale | 9 Months Ended |
Sep. 30, 2020 | |
Facebank Ag And Nexway - Assets Held For Sale | |
FaceBank AG and Nexway - Assets Held For Sale | 7. FaceBank AG and Nexway - Assets Held For Sale Through its ownership in FaceBank AG, the Company had an equity investment of 62.3% in Nexway AG (“Nexway”), which it acquired on September 16, 2019. The equity investment in Nexway was a controlling financial interest and the Company consolidated its investment in Nexway under ASC 810, Consolidation. On March 31, 2020, the Company relinquished 20% of the total Nexway shareholder votes associated with its investment, which reduced the Company’s voting interest in Nexway to 37.6%. As a result of the Company’s loss of control in Nexway, the Company deconsolidated Nexway as of March 31, 2020 as it no longer has a controlling financial interest. The deconsolidation of Nexway resulted in a loss of approximately $11.9 million calculated as follows (in thousands): Cash $ 5,776 Accounts receivable 9,831 Inventory 50 Prepaid expenses 164 Goodwill 51,168 Property and equipment, net 380 Right-of-use assets 3,594 Total assets $ 70,963 Less: Accounts payable 34,262 Accrued expenses 15,788 Lease liability 3,594 Deferred income taxes 1,161 Other liabilities 40 Total liabilities $ 54,845 Non-controlling interest 2,595 Foreign currency translation adjustment (770 ) Loss before fair value – investment in Nexway 14,293 Less: fair value of shares owned by the Company 2,374 Loss on deconsolidation of Nexway $ 11,919 The Company’s voting interest in Nexway was further diluted to 31.2% as a result of additional financing which the Company did not participate in. During the quarter ended September 30, 2020, the Company sold 100% of its ownership interest in Facebank AG and its investment in Nexway to the former owners and recognized a gain on sale of its investment of approximately $7.6 million, which is included as a gain on the sale of assets, a component of other income (expense) on the accompanying condensed consolidated statement of operations. The following table represents the net carrying value of the Company’s investment in Facebank AG and Nexway and the related gain on sale of its investment: Investment in Nexway $ 4,988 Financial assets at fair value 1,965 Goodwill 28,541 Total assets 35,494 Loan payable 56,140 Net carrying amount (20,646 ) Issuance of common stock to original owners of Facebank AG 12,395 Cash paid to former owners of Facebank AG 619 Gain on sale of investment in Facebank AG $ (7,631 ) |
Panda Interests
Panda Interests | 9 Months Ended |
Sep. 30, 2020 | |
Panda Interests | |
Panda Interests | 8. Panda Interests In March 2019, the Company entered into an agreement to finance and co-produce Broadway Asia’s theatrical production of DreamWorks’ Kung Fu Panda Spectacular Live at the Venetian Theatre in Macau (“Macau Show”). The Company determined the fair value of the profits interest sold to certain investors to be approximately $1.8 million as of the date of this transaction and $2.1 million and $2.0 million as of September 30, 2020 and December 31, 2019, respectively. The table below summarizes the Company’s profits interest since the date of the transaction (in thousands except for unit and per unit information): Panda units granted 26.2 Fair value per unit on grant date $ 67,690 Grant date fair value $ 1,773 Change in fair value of Panda interests 198 Fair value at December 31, 2019 $ 1,971 Change in fair value of Panda interests 148 Fair value at September 30, 2020 $ 2,119 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | 9. Intangible Assets and Goodwill The Facebank reporting unit was developed by the Company’s former CEO, John Textor. On July 31, 2020, Mr. Textor resigned as a member of the Board of Directors of the Company. Upon the Merger, Mr. Textor became Head of Studio of the Company and was to manage the legacy Facebank reporting unit, which included human animation and digital likeness technologies. Mr. Textor submitted his resignation as Head of Studio, which is effective October 30, 2020. As of September 30, 2020, Mr. Textor was not performing substantive services for the Company. Mr. Textor’s continuing involvement was integral for further development of the Facebank reporting unit, and therefore represents a triggering event to assess the carrying value of its goodwill and intangible assets underlying the Facebank reporting unit. The Company performed an impairment analysis of the Facebank goodwill and intangible assets and during the three and nine months ended September 30, 2020, the Company recorded an intangible asset impairment charge of approximately $88.1 million and goodwill impairment charge of $148.6 million. After these impairment charges the Facebank reporting unit had no allocated goodwill and intangible assets of $13.0 million. The following table represents the impairment charges recorded during the 3 rd Intangible assets $ 88,059 Goodwill $ 148,622 Total impairment expense $ 236,681 Intangible Assets The Company performed a valuation of its intangible assets of the Facebank reporting unit as of September 30, 2020. The Company determined that the carrying value of the intangible assets exceeded their fair value. During the three and nine months ended September 30, 2020, the Company recorded an impairment charge of approximately $88.1 million, which was approximately 88% of the carrying value at September 30, 2020. Based on the impairment analysis, it was determined that the useful lives of human animation technologies, trademark and tradenames, animation and visual effects technologies, and digital assets library were reduced from 7 years to 5 years. The table below summarizes the Company’s intangible assets at September 30, 2020 and December 31, 2019 (in thousands): Weighted September 30, 2020 Useful Remaining Intangible Intangible Accumulated Net Human animation technologies 5 5 $ 123,436 (79,884 ) (37,871 ) $ 5,681 Trademark and trade names 5 5 7,746 (3,903 ) (2,379 ) 1,464 Animation and visual effects technologies 5 5 6,016 (1,868 ) (1,848 ) 2,300 Digital asset library 5 5 7,536 (1,830 ) (2,185 ) 3,522 Intellectual Property 7 - 828 (574 ) (254 ) - Customer relationships 2 1.5 23,678 - (5,920 ) 17,758 fuboTV tradename 9 8.5 38,197 - (2,122 ) 36,075 Software and technology 9 8.5 181,737 - (10,097 ) 171,640 Total $ 389,174 $ (88,059 ) $ (62,676 ) $ 238,440 Weighted December 31, 2019 Useful Remaining Intangible Intangible Accumulated Net Human animation technologies 7 6 $ 123,436 $ — $ (24,646 ) $ 98,790 Trademark and trade names 7 6 9,432 (1,686 ) (1,549 ) 6,197 Animation and visual effects technologies 7 6 6,016 — (1,203 ) 4,813 Digital asset library 5-7 5.5 7,505 — (1,251 ) 6,254 Intellectual Property 7 6 3,258 (2,430 ) (236 ) 592 Customer relationships 11 11 4,482 (4,482 ) — — Total $ 154,129 $ (8,598 ) $ (28,885 ) $ 116,646 The Company recorded amortization expense of $14.3 million and $5.2 million during the three months ended September 30, 2020 and 2019, respectively, and $33.8 million and $15.5 million during the nine months ended September 30, 2020 and 2019, respectively. The estimated future amortization expense associated with intangible assets is as follows (in thousands): Future Amortization 2020 $ 9,731 2021 38,922 2022 30,043 2023 27,084 2024 27,010 Thereafter 105,650 Total $ 238,440 Goodwill Using the guidance of ASC 350-20 - Goodwill The following table is a summary of the changes to goodwill for the three and nine months ended September 30, 2020 (in thousands): Balance - December 31, 2019 $ 227,763 Deconsolidation of Nexway (51,168 ) Balance - March 31, 2020 $ 176,595 Acquisition of fuboTV 562,908 Less: transfer to asset held for sale (28,541 ) Balance - June 30, 2020 $ 710,962 Impairment expense (148,622 ) Measurement period adjustment on the fuboTV acquisition (68,493 ) Balance - September 30, 2020 $ 493,847 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses and Other Current Liabilities | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Accounts Payable and Accrued Expenses and Other Current Liabilities | 10. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses are presented below (in thousands): September 30, December 31, 2020 2019 Suppliers - $ 37,508 Affiliate fees 38,127 - Broadcasting and transmission 18,726 - Selling and marketing 13,998 - Payroll taxes (in arrears) 50 1,308 Accrued compensation 2,887 3,649 Legal and professional fees 4,472 3,936 Accrued litigation loss - 524 Taxes (including value added) 9,774 5,953 Subscriber related 2,660 - Other 8,348 3,897 Total $ 99,042 $ 56,775 | ||
Fubo TV Pre-Merger [Member] | |||
Accounts Payable and Accrued Expenses and Other Current Liabilities | 5. Accrued expenses and other current liabilities Accrued expenses and other current liabilities are presented below: March 31, December 31, 2020 2019 Affiliate fees $ 73,784 $ 68,671 Broadcasting and transmission 2,019 3,687 Selling and marketing 131 2,783 Sales tax 5,793 5,957 Other accrued expenses 2,631 2,298 Total accrued expenses and other current liabilities $ 84,358 $ 83,396 | 5. Accrued expenses and other current liabilities Accrued expenses and other current liabilities are presented below: December 31, 2019 2018 Affiliate fees $ 68,671 $ 26,996 Broadcasting and transmission 3,687 188 Selling and marketing 2,783 314 Sales tax 5,957 2,192 Other accrued expenses 2,298 1,094 Total accrued expenses and other current liabilities $ 83,396 $ 30,784 |
Income Taxes
Income Taxes | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Income Taxes | 11. Income Taxes The Company recorded income tax benefits associated with the amortization of intangible assets of $16.1 million and $1.0 million during the three months ended September 30, 2020 and 2019, respectively, and $20.6 million and $3.2 million during the nine months ended September 30, 2020 and 2019, respectively. The Company’s current provision for income taxes consists of state and foreign income taxes and is immaterial in all periods presented. The Company regularly evaluates the realizability of its deferred tax assets and establishes a valuation allowance if it is more likely than not that some or all the deferred tax assets will not be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, loss carryback and tax-planning strategies. Generally, more weight is given to objectively verifiable evidence, such as the cumulative loss in recent years, as a significant piece of negative evidence to overcome. At September 30, 2020 and December 31, 2019, the Company continued to maintain that the realization of its deferred tax assets has not achieved a more likely than not threshold therefore, the net deferred tax assets have been fully offset by a valuation allowance. The following is a rollforward of the Company’s deferred tax liability from January 1, 2020 to September 30, 2020 (in thousands): Balance at December 31, 2019 $ 30,879 Income tax benefit (associated with the amortization of intangible assets) (1,038 ) Deconsolidation of Nexway (1,162 ) Balance at March 31, 2020 $ 28,679 Acquisition of fuboTV Pre-Merger 65,613 Income tax benefit (associated with the amortization of intangible assets) (3,498 ) Balance at June 30, 2020 $ 90,794 Income tax benefit (associated with the amortization of intangible assets) (16,071 ) Measurement period adjustment (65,295 ) Balance at September 30, 2020 $ 9,428 | |
Fubo TV Pre-Merger [Member] | ||
Income Taxes | 11. Income Taxes The provision for income taxes for the periods presented in the Consolidated Statements of Operations and Comprehensive Loss is comprised of state and foreign income taxes. Income tax expense for the years ended December 31, 2019 and 2018 differed from statutory federal rate expense primarily due to the Company’s inability to benefit from its tax losses. December 31, 2019 2018 Income tax provision at federal statutory rate $ (36,475 ) $ (27,155 ) State income taxes, net of federal benefit 7 12 Other non-deductible expense 276 309 Change in valuation allowance 36,205 26,836 Foreign rate differential (4 ) (4 ) Law changes (federal effect) - - Total tax provision (benefit) $ 9 $ (2 ) The Company’s foreign subsidiary is located in Spain with tax rate of 25%. Activities for the period ended December 31, 2019 are minimal and resulted in a small loss reported in Spain therefore, there is no GILTI inclusion. The Company’s deferred tax assets and liabilities consisted of the following: December 31, 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 88,759 $ 49,307 Accruals and deferrals 1,864 943 Stock based compensation 102 57 Interest expense limitation 432 - Other 6 - Total deferred tax assets 91,163 50,307 Valuation allowance (91,144 ) (50,190 ) Deferred tax liabilities: Property and equipment (19 ) (117 ) Total deferred tax liabilities (19 ) (117 ) Net deferred tax assets $ — $ — At December 31, 2019 and 2018 the Company’s management considered new evidence, both positive and negative, that could impact management’s view with regard to future realization of deferred tax assets. At December 31, 2019 and 2018, the Company continued to maintain that the realization of its deferred tax assets has not achieved a more-likely than-not threshold therefore, the net deferred tax assets have been fully offset by a valuation allowance. The valuation allowance increased by $40,837 and $26,257 for the years ended December 31, 2019 and 2018, respectively. At December 31, 2019 and 2018, the Company had approximately $375,864 and $209,813 of federal net operating loss carryforwards, respectively, of which $85,567 will begin to expire in 2034 and $290,297 has an indefinite life. At December 31, 2019 and 2018, the Company had approximately $187,509 and $95,411 of state net operating loss carryforwards in various states with varying expiration dates beginning in the year 2034. The Company began operations in Spain in 2018. At December 31, 2019 and 2018, the Company had approximately $100 and $66 of foreign net operating loss carryforwards, respectively. These losses do not expire as they have an indefinite life. Utilization of the net operating loss carryforwards may be subject to a substantial annual limitation due to ownership change limitations that may have occurred or that could occur in the future, as required by the Internal Revenue Code (the “Code”), as well as similar state provisions. In general, an “ownership change” as defined by the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by certain stockholders or public groups. Since the Company’s formation, the Company has raised capital through the issuance of capital stock on several occasions which may have resulted in such an ownership change or could result in an ownership change in the future. The annual limitation may result in the expiration of net operating loss carryforwards before utilization. The Company has not completed a study to assess whether an ownership change has occurred or whether there have been multiple ownership changes since the Company’s formation due to the complexity and cost associated with such a study, and the fact that there may be additional such ownership changes in the future. If the Company has experienced an ownership change at any time since its formation, utilization of the net operating loss carryforwards to offset future taxable income and taxes, respectively, would be subject to an annual limitation under the Code, which is determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term, tax-exempt rate, and then could be subject to additional adjustments, as required. Any limitation may result in expiration of a portion of the net operating loss carryforwards before utilization. Until a study is completed and any limitation known, no amounts are being considered as an uncertain tax position or disclosed as unrecognized tax benefits since no benefits have been realized to date. The Company maintains a full valuation allowance for other deferred tax assets due to its historical losses and uncertainties surrounding its ability to generate future taxable income to realize these assets. Due to the existence of the valuation allowance, future changes to unrecognized deferred tax assets after the completion of an ownership change analysis are not expected to impact the Company’s effective tax rate. The Company follows the provisions of FASB Accounting Standards Codification (ASC 740-10), Accounting for Uncertainty in Income Taxes The Company’s policy is to recognize penalties and interest expense related to income taxes as a component of tax expense, but as of December 31, 2019 and 2018, no such provision was required. The Company files U.S federal and state income tax returns as well as returns in foreign tax jurisdictions. Because the statute of limitations does not expire until after net operating loss carryforwards are actually used, the statute is open for all tax years from inception. |
Related Parties
Related Parties | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Related Parties | 12. Related Parties The following table represents amounts due to related parties as of September 30, 2020 and December 31, 2019 consist of the following (in thousands): September 30, December 31, 2020 2019 Affiliate fees $ 85,116 $ - Alexander Bafer, former Executive Chairman 458 20 John Textor, former Chief Executive Officer and affiliated companies 264 592 Other 9 53 Total $ 85,847 $ 665 The Company has entered into affiliate distribution agreements with CBS Corporation and related entities, New Univision Enterprises, LLC, AMC Network Ventures, LLC, Viacom International, Inc. and Discovery, Inc. and related entities which are holders of the Company’s convertible preferred stock. AMC Networks Ventures, LLC is also the lender to the senior secured loan (see Note 13). The aggregate affiliate distribution fees recorded to subscriber related expenses for related parties were $37.0 million and $60.1 million for the three and nine months ended September 30, 2020, respectively. There were no affiliate distribution fees for the three and nine months ended September 30, 2019. On July 31, 2020, Alexander Bafer resigned as a member of the Company’s Board of Directors and as an executive officer of the Company. On July 31, 2020, John Textor resigned as a member of the Board of Directors of the Company. The amounts due to Mr. Textor represent an unpaid compensation liability assumed in the acquisition of EAI. The amounts due to other related parties also represent financing obligations assumed in the acquisition of EAI. During the year ended December 31, 2019, the Company received a $300,000 advance (the “FaceBank Advance”) from FaceBank, Inc., a development stage company controlled by Mr. Textor. During the quarter ended March 31, 2020, the Company repaid the FaceBank Advance in full to FaceBank, Inc. No further amounts are due and payable by the Company under the FaceBank Advance. Notes Payable – Related Parties On August 8, 2018, the Company assumed a $172,000 note payable due to a relative of the then-Chief Executive Officer, John Textor. The note had a three-month roll-over provision, and different maturity and repayment amounts if not fully paid by its due date. The note bears interest at 18% per annum. The Company had accrued default interest for the additional liability in excess of the principal amount. Accrued interest and penalties as of December 31, 2019 was approximately $0.3 million, and was recognized as note payable – related parties on the accompanying condensed consolidated balance sheet. On August 3, 2020, the note maturity date was extended to December 31, 2020 and is no longer in default. On September 13, 2020, the note was amended to reduce the interest rate to 4% per annum retroactive to issuance date of the note. As of September 30, 2020 the principal balance and accrued interest totaled approximately $35,000. | ||
Fubo TV Pre-Merger [Member] | |||
Related Parties | 12. Related Party Transactions The Company has entered into affiliate distribution agreements with CBS Corporation and related entities, New Univision Enterprises, LLC, AMC Network Ventures, LLC, Viacom International, Inc. and Scripps Networks, LLC which are holders of the Company’s convertible preferred stock. AMC Networks Ventures, LLC is also the lender to the senior secured loan (see Note 7). The aggregate affiliate distribution fees recorded to subscriber related expenses for related parties were $24,111 and $11,074 for the three months ended March 31, 2020 and 2019, respectively and the corresponding amounts payable to these related parties as of March 31, 2020 and December 31, 2019 are $48,920 and $33,264, respectively. | 12. Related Party Transactions The Company has entered into affiliate distribution agreements with CBS Corporation and related entities, New Univision Enterprises, LLC, AMC Network Ventures, LLC, Viacom International, Inc. and Scripps Networks, LLC which are holders of the Company’s convertible preferred stock. AMC Networks Ventures, LLC is also the lender to the senior secured loan (see footnote 7). The aggregate affiliate distribution fees recorded to subscriber related expenses for related parties were $53,310 and $38,666 for the years ended December 31, 2019 and 2018, respectively and the corresponding amounts payable to these related parties as of December 31, 2019 and 2018 are included in the accompanying consolidated balance sheet as Accrued expenses and other current liabilities – due to related parties. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2020 | |
Notes Payable [Abstract] | |
Notes Payable | 13. Notes Payable Senior Secured Loan In April 2018, fuboTV pre-Merger entered into a senior secured term loan with AMC Networks Ventures, LLC (the “Term Loan”) with a principal amount of $25.0 million, bearing interest equal to LIBOR (London Interbank Offered Rate) plus 5.25% per annum and with scheduled principal payments beginning in 2020. The Company recorded this loan at its fair value of $23.8 million in connection with its acquisition of fuboTV Pre-Merger on April 1, 2020. The Company has made principal repayments of $2.5 million during the nine months ended September 30, 2020. As of September 30, 2020, the outstanding balance of the Term Loan is $21.3 million and is included in short-term and long-term borrowings on the accompanying condensed consolidated balance sheet. The Term Loan matures on April 6, 2023, has certain financial covenants and requires the Company to maintain a certain minimum subscriber level. The Company was in compliance with all covenants at September 30, 2020. Evolution AI Corporation The Company has recognized, through the accounting consolidation of EAI, a $2.7 million note payable bearing interest at the rate of 10% per annum that was due on October 1, 2018 (“EAI Note”). The cumulative accrued interest on the EAI Note amounts to $1.6 million. The EAI Note is currently in a default condition due to non-payment of principal and interest. The EAI Note relates to the acquisition of technology from parties who, as a result of the acquisition of EAI, own 15,000,000 shares of the Company’s common stock (after the conversion of 1,000,0000 shares of Series X Convertible Preferred Stock during the year ended December 31, 2019). The holders of the EAI Note have agreed not to declare the EAI Note in default and to forbear from exercising remedies which would otherwise be available in the event of a default, while the EAI Note continues to accrue interest. The Company is currently in negotiation with such holders to resolve the matter and the outstanding balance as of September 30, 2020, including interest and penalties, is $4.4 million. The balance of $4.4 million is included in notes payable, net of discount on the accompanying condensed consolidated balance sheet. FBNK Finance SarL On February 17, 2020, FBNK Finance issued EUR 50.0 million of bonds (or $56.1 million). There were 5,000 notes with a nominal value EUR 10,000 per note. The bonds were issued at par with 100% redemption price. The maturity date of the bonds is February 15, 2023 and the bonds have a 4.5% annual fixed rate of interest. Interest is payable semi-annually on August 15 and February 15. The majority of the proceeds was used for the redemption of the bonds issued by SAH, HFC and Nexway SAS. The bonds are unconditional and unsubordinated obligations of FBNK Finance. As part of this transaction, the Company recorded a loss of $11.1 million during the nine months ended September 30, 2020 which was recorded as loss extinguishment of debt on the accompanying condensed consolidated statement of operations. During the nine months ended September 30, 2020, the Company recorded a $1.0 million foreign exchange loss upon remeasurement to USD. During the quarter ended September 30, 2020, the Company sold its investment in FaceBank AG and Nexway and derecognized the carrying value of the bonds of $56.1 million (see Note 7). Credit and Security Agreement As described in Note 1, on March 11, 2020, the Company and HLEEF entered into the Credit Facility with HLEEF. The Credit Facility is secured by substantially all the assets of the Company. As of September 30, 2020, there were no amounts outstanding under the Credit Facility. On July 8, 2020, the Company entered into a Termination and Release Agreement with HLEE Finance to terminate the Credit Agreement. The Company did not draw down on the Credit Agreement during its term. Note Purchase Agreement As described in Note 1, on March 19, 2020, the Company and the other parties thereto entered into the Note Purchase Agreement, pursuant to which the Company sold to FB Loan the Senior Notes. In connection with the Company’s acquisition of fuboTV Pre-Merger, the proceeds of $7.4 million, net of an original issue discount of $2.7 million, were used to fund the advance to fuboTV Pre-Merger. Each Borrower’s obligations under the Senior Notes are secured by substantially all of the assets of each such Borrower pursuant to a Security Agreement, dated as of March 19, 2020, by and among Borrower and FB Loan (the “Security Agreement”). The Note Purchase Agreement contains customary affirmative and negative covenants, including covenants limiting the ability of the Borrower and its subsidiaries to, among other things, incur debt, grant liens, make certain restricted payments, make certain loans and other investments, undertake certain fundamental changes, enter into restrictive agreements, dispose of assets, and enter into transactions with affiliates, in each case, subject to limitations and exceptions set forth in the Note Purchase Agreement. The Note Purchase Agreement also contains customary events of default that include, among other things, certain payment defaults, cross defaults to other material obligations, covenant defaults, change of control defaults, judgment defaults, and bankruptcy and insolvency defaults. If an event of default exists, the lenders may require the immediate payment of all obligations under the Note Purchase Agreement, and may exercise certain other rights and remedies provided for under the Note Purchase Agreement, the Security Agreement, the other loan documents and applicable law. Interest on the Senior Notes shall accrue until full and final repayment of the principal amount of the Senior Note at a rate of 17.39% per annum. On the first business day of each calendar month in which the Senior Note is outstanding, beginning on April 1, 2020, Borrower shall pay in arrears in cash to FB Loan accrued interest on the outstanding principal amount of the Senior Note. The maturity date of the Senior Notes is the earlier to occur of (i) July 8, 2020 and (ii) the date the Borrower receives the proceeds of any financing. The Borrower may prepay or redeem the Senior Note in whole or in part without penalty or premium. In connection with the Note Purchase Agreement, the Company issued FB Loan a warrant to purchase 3,269,231 shares of its common stock at an exercise price of $5.00 per share (the “FB Loan Warrant”) and 900,000 shares of its common stock. The fair value of the warrant on the Senior Notes issuance date was approximately $15.6 million and is recorded as a warrant liability in the accompanying condensed consolidated balance sheet with subsequent changes in fair value recognized in earnings each reporting period (see Note 14). The fair value of the 900,000 common stock issued was based upon the closing price of the Company’s common stock as of March 19, 2020 (or $8.15 per share or $7.3 million). Since the fair value of the warrants and common stock exceeded the principal balance of the Senior Notes, the Company recorded a loss on issuance of the Senior Notes totaling $12.9 million and is reflected in the accompanying condensed consolidated statement of operations. The 900,000 shares were valued at $8.15 per share at March 19, 2020 and $7.5 million set forth on the balance sheet for shares settled payable for note payable reflects the fair value of 900,000 shares to be issued at $8.35 per share as of March 31, 2020. On April 28, 2020, these shares were issued at $10.00 per share. The Company recorded a change in fair value of shares settled payable of approximately $1.7 million during the nine months ended September 30, 2020, respectively. Pursuant to the Note Purchase Agreement, the Borrower agreed, among other things that (i) the Company shall file a registration statement with the Commission regarding the purchase and sale of 900,000 shares of the Company’s common stock issued to FB Loan in connection with the Note Purchase Agreement (the “Shares”) and any shares of capital stock issuable upon exercise of the FB Loan Warrant (the “Warrant Shares)”); and (ii) the Company shall have filed an application to list the Company’s Common Stock for trading on the NASDAQ exchange, on or before the date that is thirty (30) days following the closing date of the Note Purchase Agreement. Refer to the Amendments to the Note Purchase Agreements Amendments to the Note Purchase Agreement On April 21, 2020, the Company and the other parties to the Note Purchase Agreement entered into an Amendment to the Note Purchase Agreement to (i) extend the deadline for registration of the resale of the Shares and the Warrant Shares to May 25, 2020 and (ii) provide that in lieu of the obligation under the Note Purchase Agreement to apply to list on NASDAQ within thirty (30) days of March 19, 2020, the Company shall have initiated the process to list its capital stock on a national exchange on or before the date that is thirty (30) days following March 19, 2020. The Company has initiated this process. Subsequently, on May 28, 2020, the Company and the other parties to the Note Purchase Agreement entered into a Consent and Second Amendment to the Note Purchase Agreement (the “Second Amendment”), pursuant to which, among other things, FB Loan agreed to extend the deadline for registration for of the Shares and the Warrant Shares for resale to July 1, 2020. In addition: (i) FB Loan consented to the May 11, 2020 sale by the Company of capital stock for aggregate consideration in the amount of $7.5 million; and (ii) the provision requiring that following receipt by any loan party or any subsidiary of proceeds of any financing, the Borrower must prepay the Senior Note in an amount equal to 100% of the cash proceeds of such financing, was removed. On July 1, 2020, the Company and the other parties to the Note Purchase Agreement entered into a Third Amendment to Note Purchase Agreement (the “Third Amendment”), pursuant to which (i) the deadline for registration of the Shares and the Warrant Shares for resale was extended to July 8, 2020 and (ii) the deadline for the redemption of the Senior Notes by the Borrower was amended to be the earlier to occur of (y) July 8, 2020 and (z) the date the Borrower receives the proceeds of any financing. On August 3, 2020, pursuant to the Fourth Amendment to the Note Purchase Agreement (the “Fourth Amendment”), the Company agreed (i) to file a registration statement on Form S-1 (the “Registration Statement”) prior to August 7, 2020 that shall include the Shares, (ii) that within 91 days after the effective date of the Registration Statement, the Company shall file a registration statement with the Commission registering the Shares and the Warrant Shares, and (iii) that the Company shall have been approved to list its capital stock on a national exchange prior to the effective date of the Registration Statement. On July 3, 2020, the Company repaid $10.1 million related to the Note Purchase Agreement. Paycheck Protection Program Loan On April 21, 2020, the Company entered into a Promissory Note (the “PPP Note”) with JPMorgan Chase Bank, N.A. as the lender (the “Lender”), pursuant to which the Lender agreed to make a loan to the Company under the Paycheck Protection Program (the “PPP Loan”) offered by the U.S. Small Business Administration (the “SBA”) in a principal amount of $4.7 million pursuant to Title 1 of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The PPP Loan proceeds are available to be used to pay for payroll costs, including salaries, commissions, and similar compensation, group health care benefits, and paid leaves; rent; utilities; and interest on certain other outstanding debt. The Loan is subject to forgiveness to the extent proceeds are used for payroll costs, including payments required to continue group health care benefits, and certain rent, utility, and mortgage interest expenses (collectively, “Qualifying Expenses”), pursuant to the terms and limitations of the PPP. The Company used the Loan amount for Qualifying Expenses. However, no assurance is provided that the Company will obtain forgiveness of the Loan in whole or in part. The interest rate on the PPP Note is a fixed rate of 1% per annum. To the extent that the amounts owed under the PPP Loan, or a portion of them, are not forgiven, the Company will be required to make principal and interest payments in monthly installments beginning seven months from April 2020. The PPP Note matures in two years. The PPP Note includes events of default. Upon the occurrence of an event of default, the Lender will have the right to exercise remedies against the Company, including the right to require immediate payment of all amounts due under the PPP Note. The Company has recorded the principal balance of $4.7 million as $1.9 million of long-term borrowings and $2.8 million as long-term borrowings– current portion on the accompanying condensed consolidated balance sheet. Revenue Participation Agreement On May 15, 2020, the Company entered into a revenue participation agreement with Fundigo, LLC for $10.0 million (the “Purchase Price”). The Company received net proceeds of $9.5 million, net of an original issue discount of $0.5 million, in exchange for participation in all of the Company’s future accounts, contract rights, and other obligations arising from or relating to the payment of monies from the Company’s customers and/or third party payors (the “Revenues”), until an amount equal to 145% of the Purchase Price, or $14.5 million (the “Revenue Purchased Amount”). The repayment amount is reduced under the following circumstances. (i) If the Company pays $12.0 million of the Revenue Purchased Amount to Fundigo LLC before June 15, 2020, such payments shall constitute payment in full of the Revenue Purchased Amounts and no additional debits will be made. (ii) If the Company pays $13.0 million of the Revenue Purchased Amount to Fundigo LLC before July 4, 2020, such payments shall constitute payment in full of the Revenue Purchased Amounts and no additional debits will be made. The Company accounted for this agreement as a loan and as of September 30, 2020 the loan was repaid in full. Interest expense incurred on the loan was $3.1 million for the nine months ending September 30, 2020. Century Venture On May 15, 2020, the Company entered into a loan agreement (the “Loan”) with Century Venture, SA, receiving proceeds of $1.6 million to use for working capital and general corporate purposes. The Loan will bear interest at a rate of 8% per annum, payable in arrears on the 15th day of each month. In the event the Company fails to make a payment within ten (10) days after the due date, the Company shall pay interest on any overdue payment at the highest rate allowed by applicable law. All remaining unpaid principal together with interest accrued and unpaid shall be due and payable upon the earlier of (a) completion of any debt or equity financing of the Company, which results in proceeds of at least $50 million, or (b) May 14, 2021. As of September 30, 2020 the principal balance and accrued interest is approximately $1.6 million. On September 30, 2020, following negotiations with Century Venture, SA, the Company agreed to repay the Loan in full (inclusive of any interest, fees and penalties) owed under the Credit Agreement. The Company paid $1.6 million on October 2, 2020, the Credit Agreement and related Loan were automatically terminated. Credit Agreement On July 16, 2020, we entered into a Credit Agreement (the “Access Road Credit Agreement”) with Access Road Capital LLC (the “Lender”). Pursuant to the terms of the Access Road Credit Agreement, the Lender extended a term loan (the “Loan”) to us with a principal amount of $10.0 million. The Loan bears interest at a fixed rate of 13.0% per annum and matures on July 16, 2023. The Company repaid the loan in full on October 2, 2020. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Fair Value Measurements | 14. Fair Value Measurements The Company holds investments in equity securities and limited partnership interests, which are accounted for at fair value and classified within financial assets at fair value on the condensed consolidated balance sheet, with changes in fair value recognized as investment gain / loss in the condensed consolidated statements of operations. The Company also held an investment in Nexway common stock that was publicly traded on the Frankfurt Exchange. Additionally, the Company’s convertible notes, derivatives and warrants were classified as liabilities and measured at fair value on the issuance date, with changes in fair value recognized as other income (expense) in the condensed consolidated statements of operations. The following table classifies the Company’s assets and liabilities measured at fair value on a recurring basis into the fair value hierarchy as of September 30, 2020 and December 31, 2019 (in thousands): Fair valued measured at September 30, 2020 Quoted prices Significant Significant Financial Liabilities at Fair Value: Profits interest sold - - 2,119 Warrant liability - Subsidiary - - 21 Warrant liability - - 28,065 Total Financial Liabilities at Fair Value $ - $ - $ 30,205 December 31, 2019 Total Level 1 Level 2 Level 3 Financial Assets at Fair Value: Financial assets at fair value $ 1,965 $ — $ 1,965 $ — Total $ 1,965 $ — $ 1,965 $ — Financial Liabilities at Fair Value: Convertible notes $ 1,203 $ — $ — $ 1,203 Profit share liability 1,971 — — 1,971 Derivative liability 376 — — 376 Warrant liability - subsidiary 24 — — 24 Total $ 3,574 $ — $ — $ 3,574 Derivative Financial Instruments The following table presents changes in Level 3 liabilities measured at fair value (in thousands) for the three and nine months ended September 30, 2020. Unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Derivative - Warrants Profits Warrant Embedded Fair value at December 31, 2019 $ 1,203 $ 24 $ 1,971 $ - $ 376 Change in fair value (206 ) (3 ) 148 (9,143 ) (220 ) Additions 3,583 - - 50,743 172 Redemption (4,580 ) - - - (328 ) Reclassification of warrant liabilities - - - (13,535 ) - Fair value at September 30, 2020 $ - $ 21 $ 2,119 $ 28,065 $ - Profit Share Liability Warrant Liabilities On September 25, 2020, the Company repaid all of its variable convertible notes. As a result of this repayment, the Company is no longer subject to a sequencing policy and therefore reclassified $13.5 million of warrant liabilities to additional paid in capital. FB Loan Warrant In connection with its Note Purchase Agreement (see Note 13), the Company issued the FB Loan Warrant and utilized the Black-Scholes pricing model. The warrant liability was recorded at the date of grant at fair value. Subsequent changes in fair value for the three and nine months ended September 30, 2020 was $0.1 million and $5.5 million, respectively and was recorded as other expense in the condensed consolidated statement of operations. On September 30, 2020 the Company entered into the first amendment to the warrant which amended the warrant strike price from $5.00 to $2.75. The significant assumptions used in the valuation are as follows: September 30, 2020 Fair value of underlying common shares $ 9.00 Exercise price $ 2.75 Expected dividend yield — % Expected volatility 50.7 % Risk free rate 0.22 % Expected term (years) 4.46 Purchase Agreements with Investors Between May 11, 2020 and June 8, 2020, the Company entered into Purchase Agreements with certain investors (the “Investors”), pursuant to which the Company sold an aggregate of 3,735,922 shares (the “Purchased Shares”) of the Company’s common stock and issued 3,735,922 warrants to the Investors. See Note 17. Absent the Company’s sequencing policy as disclosed in the Company’s Annual Report on Form 10-K/A filed with the SEC on August 10, 2020, the Company would have recorded these warrants as equity classified. The aggregate warrant liabilities were recorded at the respective date of grant at fair value using a Monte Carlo simulation model. Subsequent changes in fair value for the three and nine months ended September 30, 2020 were $4.4 million and $14.8 million, respectively, and were recorded as change in fair value of warrant liabilities in the condensed consolidated statement of operations. The Company used a Monte Carlo simulation model to estimate the fair value of the warrant liability at September 30, 2020: September 30, 2020 Fair value of underlying common shares $ 9.00 Exercise price $ 7.00 Expected dividend yield — % Expected volatility 73.6 – 74.3 % Risk free rate 0.12 % Expected term (years) 1.12 – 1.19 As of September 30, 2020, the Company reclassified the fair value of $12.0 million of warrant liabilities to additional paid-in capital. Between August 20, 2020 and September 29, 2020, the Company entered into Purchase Agreements Investors, with certain investors (the “Investors”), pursuant to which the Company sold an aggregate of 1,843,726 shares (the “Purchased Shares”) of the Company’s common stock and issued 1,843,726 warrants to the Investors. See Note 17. The was aggregate warrant liabilities were recorded at the date of grant at fair value of $5.5 million using a Monte Carlo simulation model. Subsequent changes in fair value for the three and nine months ended September 30, 2020 were $1.3 million for each period, respectively, and were recorded as change in fair value of warrant liabilities in the condensed consolidated statement of operations. The Company used a Monte Carlo simulation model to estimate the fair value of the warrant liability at September 30, 2020: September 30, 2020 Fair value of underlying common shares $ 9.00 Exercise price $ 9.25 Expected dividend yield — % Expected volatility 69.7 – 71.2 - % Risk free rate 0.12 % Expected term (years) 1.39 – 1.49 ARETE Wealth Management On May 25, 2020, the Company issued to ARETE Wealth Management a warrant to purchase 275,000 shares of the Company’s common stock for investment services. Absent the Company’s sequencing policy as disclosed in the Company’s Annual Report on Form 10-K/A filed with the SEC on August 10, 2020, the Company would have recorded these warrants as equity classified. The warrant liability was recorded at the date of grant at fair value. Subsequent changes in fair value for the three and nine months ended September 30, 2020 was $0.4 million and $0.7 million, respectively and was recorded as change in fair value of warrant liabilities in the condensed consolidated statement of operations. The significant assumptions used in the valuation are as follows: September 30, 2020 Fair value of underlying common shares $ 9.00 Exercise price $ 5.00 Expected dividend yield — % Expected volatility 60.0 % Risk free rate 0.27 % Expected term (years) 4.6 As of September 30, 2020, the Company reclassified the fair value of $1.5 million of warrant liabilities to additional paid-in capital. Convertible Notes On April 1, 2020, the Company issued 142,118 common stock warrants in connection with a $1.1 million convertible note. The warrant was recorded as a warrant liability utilizing the Black-Scholes pricing model. The warrant liability was recorded at the date of grant at fair value. Subsequent changes in fair value for the three and nine months ended September 30, 2020 was $1.5 million and $1.8 million, respectively, and was recorded as change in fair value of warrant liability in the condensed consolidated statement of operations. On September 29, 2020, the Company entered into an amendment related to the common stock warrants and issued an additional 217,357 warrants. | ||
Fubo TV Pre-Merger [Member] | |||
Fair Value Measurements | 3. Fair Value Measurements In February and March 2019, the Company issued and sold $16,150 in principal amount of convertible notes, of which $5,000 was repaid in full in March 2019 and the balance was converted into shares of the Company’s Series E-1 convertible preferred stock, par value $0.001 per share (the “Series E-1 convertible preferred stock”). Upon the issuance of the 2019 Convertible Notes (as defined in Note 7), the Company fair valued and bifurcated the automatic conversion features from the host debt instrument and recorded a level 3 debt derivative of $2,120. To derive the fair value of the convertible notes embedded derivatives, the Company estimated the fair value of the convertible notes with and without the embedded derivatives using a discounted cash flow approach. The difference between the “with” and “without” convertible note prices determined the fair value of the embedded derivatives at issuance. Key inputs for this valuation were the stated interest rate of the convertible notes, the assumed cost of debt, an assessment of the likelihood and timing of conversion, and the discount upon conversion of the notes into equity. The following table sets forth a summary of the changes in the fair value of our Level 3 financial liabilities for the three months ended March 31, 2019. There were no convertible note derivatives issued or outstanding during the three months ended March 31, 2020. Balance – January 1, 2019 - Issuance of convertible note derivatives 2,120 Change in fair value of Level 3 liabilities - Settlement of convertible notes (2,120 ) Balance – March 31, 2019 $ — | 3. Fair Value Measurements The following table sets forth the fair value of our financial assets and liabilities measured on a recurring basis by level within the fair value hierarchy: As of December 31, 2019 Level 1 Level 2 Level 3 Total Financial Liability: Fair value of convertible note derivatives liability $ — $ — $ — $ — Total financial liabilities $ — $ — $ — $ — As of December 31, 2018 Level 1 Level 2 Level 3 Total Financial Liability: Fair value of convertible note derivatives liability $ — $ — $ — $ — Total financial liabilities $ — $ — $ — $ — In February and March 2019, the Company issued and sold $16,150 in principal amount of convertible notes, of which $5,000 was repaid in full in March 2019 and the balance was converted into Series E-1 convertible preferred stock. In January and February 2018, the Company issued and sold $3,050 in principal amount of convertible notes. At issuance of the convertible notes issued in 2019 and 2018, the Company fair valued and bifurcated the automatic conversion features from the host debt instrument and recorded a level 3 debt derivative of $2,120 and $574, respectively. The following table sets forth a summary of the changes in the fair value of our Level 3 financial liabilities: Balance – January 1, 2018 $ 4,123 Issuance of convertible notes derivatives 574 Change in fair value of Level 3 liabilities 1,074 Settlement of convertible notes (5,771 ) Balance – December 31, 2018 - Issuance of convertible note derivatives 2,120 Change in fair value of Level 3 liabilities - Settlement of convertible notes (2,120 ) Balance – December 31, 2019 $ — To derive the fair value of the convertible notes embedded derivatives, the Company estimated the fair value of the convertible notes with and without the embedded derivatives using a discounted cash flow approach. The difference between the “with” and “without” convertible note prices determined the fair value of the embedded derivatives at issuance. Key inputs for this valuation were the stated interest rate of the convertible notes, the assumed cost of debt, an assessment of the likelihood and timing of conversion, and the discount upon conversion of the notes into equity. For the years ended December 31, 2019 and 2018, the Company recorded a gain of $0 and $1,074 respectively in changes in fair value of derivative liabilities due to the change in fair value of derivative liabilities in the respective periods. |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | 15. Convertible Notes Payable As of September 30, 2020 there were no convertible notes outstanding, and as of December 31, 2019, convertible notes outstanding totaled $1.4 million. During the three and nine months ended September 30, 2020, the Company repaid $2.8 million and $3.9 million of principal balances, and approximately $0.9 million of related interest expense and prepayment penalties owed on its convertible notes. |
Temporary Equity
Temporary Equity | 9 Months Ended |
Sep. 30, 2020 | |
Temporary Equity [Abstract] | |
Temporary Equity | 16. Temporary Equity Series D Convertible Preferred Stock On March 6, 2020, the Company (i) entered into a stock purchase agreement to issue 203,000 shares of its Series D Preferred Stock, for proceeds of $203,000 and (ii) during the nine months ended September 30, 2020 the Company redeemed 682,000 shares of Series D Preferred Stock in exchange for approximately $0.9 million. The following table summarizes the Company’s Series D Preferred Stock activities for the three and nine months ended September 30, 2020 (dollars in thousands): Series D Preferred Stock Shares Amount Total temporary equity as of December 31, 2019 461,839 $ 462 Issuance of Series D convertible preferred stock for cash 203,000 203 Offering cost related to issuance of Series D convertible preferred stock - (3 ) Deemed dividends related to immediate accretion of offering cost - 3 Accrued Series D preferred stock dividends 17,198 17 Bifurcated redemption feature of Series D convertible preferred stock - (171 ) Deemed dividends related to immediate accretion of bifurcated redemption feature of Series D convertible preferred stock - 171 Redemption of Series D preferred stock (including accrued dividends) (682,037 ) (682 ) Total temporary equity as of September 30, 2020 - $ - The redemption of the 659,000 shares of Series D Preferred Stock (amounts in thousands except share and per share values): Series D preferred stock issued 659,000 Per share value $ 1.00 Series D preferred stock value $ 659 Accrued dividends $ 23 Total Series D preferred stock $ 682 Redemption percentage $ 1.29 Total redemption $ 880 Holders of shares of the Series D Preferred Stock were entitled to receive, cumulative cash dividends at the rate of 8% on $1.00 per share of the Series D Preferred Stock per annum (equivalent to $0.08 per annum per share), subject to adjustment. The dividends were payable solely upon redemption, liquidation or conversion. The Series D Preferred Stock was classified as temporary equity because it had redemption features that were outside of the Company’s control upon certain triggering events, such as a Market Event. A “Market Event” is defined as any trading day during the period which shares of the Series D Preferred Stock are issued and outstanding, where the trading price for such date is less than $0.35. In the event of a Market Event, the Series D Preferred Stock shall be subject to mandatory redemption and the stated value shall immediately be increased to $1.29 per share of Series D Preferred Stock. The Market Event was considered to be outside the control of the Company, resulting in classification of the Series D Preferred Stock as temporary equity. The initial discounted carrying value resulted in recognition of a bifurcated redemption feature of $0.2 million, further reducing the initial carrying value of the shares of Series D Preferred Stock. The discount to the aggregate stated value of the shares of Series A Convertible Preferred Stock, resulting from recognition of the bifurcated redemption feature was immediately accreted as a reduction of additional paid-in capital and an increase in the carrying value of the Series D Shares. The accretion is presented in the condensed consolidated statement of operations as a deemed dividend, increasing net loss to arrive at net loss attributable to common stockholders. As of September 30, 2020, all of the shares of Series D Preferred Stock have been redeemed by the Company and there will be no future issuances. |
Stockholders' Equity _ (Deficit
Stockholders' Equity / (Deficit) | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Stockholders' Equity / (Deficit) | 17. Stockholders’ Equity/ (Deficit) Preferred Stock Designations On March 20, 2020, FaceBank Pre-Merger amended its Articles of Incorporation to withdraw, cancel and terminate the previously-filed (i) Certificate of Designation of with respect to 5,000,000 shares of its Series A Preferred Stock, par value $0.0001 per share, (ii) Certificate of Designation with respect to 1,000,000 shares of its Series B Preferred Stock, par value $0.0001 per share, (iii) Certificate of Designation with respect to 41,000,000 shares of its Series C Preferred Stock, par value $0.0001 per share and (iv) Certificate of Designation with respect to 1,000,000 shares of its Series X Preferred Stock, par value $0.0001 per share. Upon the withdrawal, cancelation and termination of such designations, all shares previously designated as Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series X Preferred Stock were returned to the status of authorized but undesignated shares of the Company’s Preferred Stock, par value $0.0001 per share. On March 20, 2020, in connection with the Merger, FaceBank Pre-Merger filed an amendment to its Articles of Incorporation to designate 35,800,000 of its authorized preferred stock as “Series AA Convertible Preferred Stock” pursuant to a Certificate of Designation of Series AA Convertible Preferred Stock (the “Series AA Preferred Stock Certificate of Designation”). The Series AA Convertible Preferred Stock (the “Series AA Preferred Stock”) has no liquidation preference. The Series AA Preferred Stock is entitled to receive dividends and other distributions as and when paid on the Common Stock on an as converted basis. Each share of Series AA Preferred Stock is initially convertible into two shares of Common Stock, subject to adjustment as provided in the Series AA Preferred Stock Certificate of Designation and shall only be convertible immediately following the sale of such shares on an arms’-length basis either pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act or pursuant to an effective registration statement under the Securities Act. Each share of Series AA Preferred Stock shall have 0.8 votes per share (the “Voting Rate”) on any matter submitted to the holders of the Common Stock for a vote and shall vote together with the Common Stock on such matters for as long as the Series AA Preferred Stock is outstanding. The Voting Rate shall be subject to adjustment in the event of stock splits, stock combinations, recapitalizations reclassifications, extraordinary distributions and similar events. There are 713,215 shares reserved for issuance to certain shareholders of fuboTV Pre-Merger in connection with the Merger. Common Stock Activity Issuance of Common Stock for Cash The Company raised approximately $2.3 million through issuances of an aggregate of 795,593 shares of its common stock in private placement transactions during the three months ended March 31, 2020 with investors. The Company raised approximately $0.5 million through issuances of an aggregate of 170,391 shares of its common stock in private placement transactions during the three months ended June 30, 2020 with investors. On July 2, 2020, the Company entered into a Purchase Agreement with Credit Suisse Capital LLC, pursuant to which the Company sold 2,162,163 shares of the Company’s common stock at a purchase price of $9.25 per share for an aggregate purchase price of $20.0 million. Issuance of Common Stock and Warrants for Cash Between May 11, 2020 and June 8, 2020, the Company entered into Purchase Agreements Investors, pursuant to which the Company sold an aggregate of 3,735,922 shares of the Company’s common stock at a purchase price of $7.00 per share and issued warrants to the Investors covering a total of 3,735,922 shares of the Company’s common stock for an aggregate purchase price of $26.1 million. Between August 20, 2020 and August 28, 2020, the Company entered into Purchase Agreements Investors, pursuant to which the Company sold an aggregate of 5,212,753 shares of the Company’s common stock at a purchase price of $9.25 per share and issued warrants to the Investors covering a total of 1,303,186 shares of the Company’s common stock for an aggregate purchase price of $48.2 million. Issuance of Common Stock Related to PEC Acquisition During the three months ended September 30, 2020, there were no shares of the Company’s common stock exchanged for shares of its subsidiary PEC. During the nine months ended September 30, 2020, the Company has issued 2,753,819 shares of its common stock in exchange for 17,950,055 shares of its subsidiary PEC, respectively. The interests exchange in PEC were previously recorded within noncontrolling interests and the transactions were accounted for as a reduction of $2.0 million of noncontrolling interests for the carrying value of those noncontrolling interests at the date of exchange with an offsetting increase in Additional paid-in capital, during the nine months ended September 30, 2020. Issuance of Common Stock for Shares Settled Liability During the three months ended June 30, 2020, the Company issued 900,000 shares of its common stock with a fair value of approximately $9.1 million or $10.00 per share in connection with the Company’s Note Purchase Agreement with FB Loan (See Note 13). Issuance of Common Stock for Services Rendered On January 1, 2020, the Company entered into the first amendment to a joint business development agreement and issued 200,000 shares of its restricted common stock with a fair value of $1.8 million in exchange for business development services. During the three months ended March 31, 2020, the Company issued 275,000 shares of its common stock with a fair value of $2.3 million in exchange for consulting services. During the three months ended March 31, 2020, the Company issued 62,500 shares of its common stock with a fair value of approximately $0.6 million in exchange for services rendered in connection with the Company’s amended Digital Likeness Development Agreement by and among Floyd Mayweather, the Company and FaceBank, Inc., effective as of July 31, 2019, as amended (the “Mayweather Agreement”). During the three months ended March 31, 2020, the Company issued 2,500 shares of its common stock with a fair value of $26,000 in exchange for consulting services. During the three months ended June 30, 2020, the Company issued 343,789 shares of its common stock with a fair value of $3.1 million in exchange for consulting services. Issuance of Common Stock for Exercise of Stock Options During the three months ended September 30, 2020, 226,740 options to purchase shares of the Company’s common stock were exercised for cash of approximately $0.3 million or $1.43 per share. Issuance of Common Stock for Employee Compensation On February 20, 2020, the Company issued 300,000 shares of its common stock to an officer of the Company at a fair value of $2.7 million, or $9.00 per share. During the three months ended March 31, 2020, the Company issued 200,000 shares of its common stock with a fair value of $1.6 million as compensation to service providers for services rendered. Share Purchase Agreement On July 10, 2020, we entered into a Share Purchase Agreement (the “SPA”) with C2A2 Corp. AG Ltd. and Aston Fallen (the “Purchaser”). Pursuant to the terms of the SPA, the Purchaser agreed to acquire all of the 1,000 shares of Facebank AG common stock, held by the Company. The transaction closed on July 10, 2020 and the Company redeemed an aggregate of 3,633,114 shares of the Company’s common stock at a redemption price of $0.0001 per share in exchange for 4,833,114 new shares of Company common stock at a sale price of $0.0001 per share, resulting in a net issuance of 1,200,000 new shares of the Company’s common stock. The Company recognized a gain of approximately $7.6 million on this transaction during the third quarter. Issuance of Common Stock in Connection with Convertible Notes During the three months ended September 30, 2020, the Company did not issue any shares of its common stock in connection with its convertible notes. During the nine months ended September 30, 2020, the Company issued 62,500 shares of its common stock with a fair value of approximately $0.3 million, respectively, in connection with the issuance of convertible notes. Equity Compensation Plan Information The Company’s 2014 Equity Incentive Stock Plan (the “2014 Plan”) provides for the issuance of up to 16,667 incentive stock options and nonqualified stock options to the Company’s employees, officers, directors, and certain consultants. The 2014 Plan is administered by the Company’s Board and has a term of 10 years. Contemporaneous with the closing of the Merger, the Company assumed 8,051,098 stock options issued and outstanding under the fuboTV Pre-Merger 2015 Equity Incentive Plan (the “2015 Plan”) with a weighted-average exercise price of $1.32 per share. From the Effective Time, such options may be exercised for shares of our common stock under the terms of the 2015 Plan. On April 1, 2020, the Company approved the establishment of the Company’s 2020 Equity Incentive Plan (the “Plan”). The Company created an incentive option pool of 12,116,646 shares of the Company’s Common Stock under the Plan. On October 8, 2020, the Company amended the Company’s Plan to increase the maximum aggregate number of shares available for issuance under the Plan by 19,000,000 shares (the “Pool Increase”). The Pool Increase is conditional upon shareholder approval at the next annual meeting of shareholders. On May 21, 2020, we established our Outside Director Compensation Policy to set forth guidelines for the compensation of our non-employee directors for their service on our Board of Directors. Stock-based compensation During the three and nine months ended September 30, 2020 the Company recognized stock-based compensation expense totaling $6.3 million and $24.1 million, respectively. No stock-based compensation was recognized during the three and nine months ended September 30, 2019. Options The Company provides stock-based compensation to employees, directors and consultants under the Plan. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model. The Company historically has been a private company and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The risk-free interest rate is determined by referencing the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. During the three and nine months ended September 30, 2020, the Company granted 1,394,860 and 7,141,899 options to purchase shares of the Company’s common stock under the Plan, respectively. During the nine months ended September 30, 2020, 280,000 options to purchase shares of the Company’s commons stock were granted outside of the Plan. No options were granted during the nine months ended September 30, 2019. The following was used in determining the fair value of stock options granted during the three months and nine months ended September 30, 2020: For the Three Months For the Nine Months Dividend yield - - Expected price volatility 45 % 45% - 57 % Risk free interest rate 0.23% - 0.38 % 0.23% - 0.58 % Expected term 5.3 - 6.1 5.3 - 6.1 Employees A summary of activity under the Plan for the nine months ended September 30, 2020 is as follows (in thousands, except share and per share amounts): Number of Shares Weighted Average Total Intrinsic Value Weighted Average Outstanding as of December 31, 2019 16,667 $ 28.20 $ - 7.3 Options assumed from Merger 8,051,098 $ 1.31 Granted 7,141,899 $ 8.79 Exercised (226,740 ) $ 1.43 Forfeited or expired (389,008 ) $ 0.83 Outstanding as of September 30, 2020 14,593,916 $ 4.99 $ 61,234 8.2 Options vested and exercisable as of September 30, 2020 6,081,567 $ 2.01 $ 42,736 6.9 The total fair value of stock options granted during the nine months ended September 30, 2020 was approximately $62.8 million. During the nine months ended September 30, 2020, 226,740 options were exercised with a weighted average fair value of approximately $0.3 million or $1.43 per share. As of September 30, 2020, the unrecognized stock-based compensation expense related to unvested options was approximately $50.6 million to be recognized over a period of 3.1 years. Market and Service Condition Based Options During the nine months ended September 30, 2020, 3,078,297 options were granted that vest on the earlier of each anniversary of the grant date or based on the achievement of pre-established parameters relating to the performance of the Company’s stock price (not included in table above). Stock based compensation expense is based on the estimated value of the awards on the grant date, and is recognized over the period from the grant date through the expected vest dates of each vesting condition, both of which were estimated based on a Monte Carlo simulation model applying the following key assumptions as of the grant date: Dividend yield — % Expected volatility 76.0 – 88.1 % Risk free rate 0.24 – 0.30 % Derived service period 1.59 – 1.91 A summary of activity under the Plan for market and service based stock options for the nine months ended September 30, 2020 is as follows (in thousands, except share and per share amounts): Number of Shares Weighted Average Total Intrinsic Value Weighted Average Outstanding as of December 31, 2019 - $ - $ - - Granted 3,078,297 $ 9.69 6.8 Outstanding as of September 30, 2020 3,078,297 $ 9.69 $ 450 6.6 Options vested and exercisable as of September 30, 2020 - $ 9.69 $ - 6.6 Non-employees During the three months ended March 31, 2020, in connection with the Mayweather Agreement, the Company granted options to purchase 280,000 shares of the Company’s common stock at an exercise price of $7.20 per share. This option has a fair value of $1,031,000, a five-year term and expires on December 21, 2024. These options were immediately vested as of the grant date. As part of the Merger, the Company also assumed 343,047 options granted to non-employees with a weighted average exercise price of $0.23 (included in table above). Stock-based compensation expense related to unvested non-employee options is immaterial as of September 30, 2020. There were no options granted to non-employees in the three months ended June 30, 2020 and September 30, 2020. Warrants A summary of the Company’s outstanding warrants as of September 30, 2020 are presented below (in thousands, except share and per share amounts): Number of Warrants Weighted Average Total Intrinsic Value Weighted Average Outstanding as of December 31, 2019 200,007 $ 13.31 $ - 0.2 Issued 9,538,526 $ 6.62 $ 23,119 1.7 Expired (200,000 ) $ - $ - - Outstanding as of September 30, 2020 9,538,533 $ 5.80 $ 32,670 2.6 Warrants exercisable as of September 30, 2020 9,538,533 $ 5.80 $ 32,670 2.6 On March 19, 2020, in connection with its Note Purchase Agreement (see Note 13), the Company issued the FB Loan Warrant, a warrant to purchase 3,269,231 shares of its common stock with a fair value of $15.6 million. On April 1, 2020, the Company issued 142,118 common stock warrants in connection with a $1.1 million convertible note. The exercise price is $7.74 with a 5-year term. On September 29, 2020, the Company entered into an amendment related to the common stock warrants and issued an additional 217,357 warrants. Under the terms of the amendment the 359,475 common stock warrants will have an amended exercise price of $3.06 per share. On April 23, 2020, the Company issued 55,172 warrants in connection with a $0.4 million convertible note. The exercise price is $9.00 with a 3-year term. Between May 11, 2020 and June 8, 2020, the Company issued 3,735,922 warrants in connection with Purchase Agreements with Investors with an exercise price of $7.00 with a 1.5-year term. On May 25, 2020, the Company issued to ARETE Wealth Management a warrant to purchase 275,000 shares of the Company’s common stock with an initial exercise price of $5.00 per share. Between August 20, 2020 and September 29, 2020, the Company issued 1,843,726 warrants in connection with Purchase Agreements with Investors with an exercise price of $9.25 with a 1.5-year term. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Leases | 18. Leases On February 14, 2019, the Company entered into a lease for offices in Jupiter, Florida. The lease had an initial term of 18 months commencing March 1, 2019 until August 31, 2020 with a base annual rent of $89,000. The Company had an option to extend the lease for another year until August 31, 2021 for annual rent of $95,000 and a second option for an extension until August 31, 2022 for annual rent of $98,000. The Company recorded the lease obligations in accordance with ASC 842. As of August 31, 2020, the Company did not extend the lease term and the lease was terminated. As part of the acquisition of Nexway on September 19, 2019, the Company recognized right of use assets of $3.6 million and lease liabilities of $3.6 million associated with an operating lease obtained in the acquisition. At December 31, 2019, the Company had operating lease liabilities of $3.5 million and right of use assets of $3.5 million recorded in the consolidated balance sheet. At March 31, 2020, the Company deconsolidated its investment in Nexway and accordingly, reduced its operating lease liabilities and right of use assets to $0. As part of the acquisition of fuboTV Pre-Merger on April 1, 2020, the Company recognized right of use assets and lease liabilities of $5.4 million for three operating leases. fuboTV Pre-Merger had entered into a lease agreement in April 2017 for approximately 10,000 square feet of office space in New York, NY. The lease commenced in April 2017 and the initial term of the lease is for a period of ten years with an option to renew for an additional five years. The renewal option is not considered in the remaining lease term as the Company is not reasonably certain that it will exercise such option. On January 30, 2018, the Company amended their lease agreement to add approximately 6,600 square feet of office space. The lease term commenced in February 2018 and is effective through March 2021. In February 2020, fuboTV Pre-Merger entered into a sublease with Welltower, Inc. to lease approximately 6,300 square feet of office space in New York, NY. The lease commenced in March 2020 and is effective through July 30, 2021. The annual rent for the space is $455,000. The components of lease expense were as follows: Three Months Ended Nine Months Ended Operating leases Operating lease cost $ 312 $ 623 Variable lease cost - - Operating lease expense 312 623 Short-term lease rent expense - - Total rent expense $ 312 $ 623 Supplemental cash flow information related to leases were as follows: Three Months Ended Nine Months Ended Operating cash flows from operating leases $ 305 $ 610 Right-of-use assets exchanged for operating lease liabilities $ 5,373 $ 5,373 As of September 30, 2020, future minimum payments for the operating leases are as follows: Year Ended December 31, 2020 $ 305 Year Ended December 31, 2021 1,030 Year Ended December 31, 2022 778 Year Ended December 31, 2023 805 Year Ended December 31, 2024 805 Thereafter 2,111 Total 5,834 Less present value discount (934 ) Operating lease liabilities $ 4,900 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies | 19 . Commitments and Contingencies The Company may be involved in certain legal proceedings that arise from time to time in the ordinary course of its business. When the Company determines that a loss is both probable and reasonably estimable, a liability is recorded and disclosed if the amount is material to the financial statements taken as a whole. When a material loss contingency is only reasonably possible, the Company does not record a liability, but instead discloses the nature and the amount of the claim, and an estimate of the loss or range of loss, if such an estimate can reasonably be made. Legal expenses associated with any contingency are expensed as incurred. In connection with closed litigation on two separate matters that resulted in judgments against PEC, a majority interest of which was subsequently purchased by the Company, we have accrued $0.5 million which remains on the balance sheet as a liability at September 30, 2020 and December 31, 2019. The Company, on behalf of its subsidiary, is in settlement discussions with the parties. On August 27, 2018, plaintiff Scott Meide filed a complaint in the United States District Court for the Middle District of Florida, Jacksonville Division against PEC, now one of our majority-owned subsidiaries, naming its former officers, among others, as defendants. The plaintiff’s claims are based on three investments: (i) the purchase of 750,000 restricted shares from PEC for the amount of $300,000 on July 18, 2014; (ii) the purchase of 800,000 shares of PEC from defendant Gregory Centineo in July 2015; and (iii) an investment in Evolution AI Corporation in 2018 in the amount of $75,000. Until recently, Mr. Meide was proceeding pro se On June 29, 2020, an attorney entered an appearance for Mr. Meide and filed (i) a motion to substitute Jacksonville Injury Center, LLC as the plaintiff and (ii) a motion for leave to file an amended complaint. All of the defendants have filed oppositions to the motion to substitute and motion for leave to amend. The proposed new complaint continues to allege fraud, but also purports to plead a shareholder derivative lawsuit in connection with a claim of an improper transfer of assets to the Company. The new proposed complaint also names the Company as a new defendant. Discovery in the matter has been stayed since July of 2019. The matter is set for trial in September of 2020, but we do not expect the trial to go forward given the pending motions to dismiss and stay of discovery. On September 4, 2020, the court entered an order dismissing with prejudice Mr. Meide’s claim for federal securities fraud. In its order, the court directed the clerk of court to enter judgment in favor of PEC and related defendants on Mr. Meide’s claim for federal securities fraud. The court also denied Mr. Meide’s attempt to file a third amended complaint or substitute plaintiffs in the action. The court dismissed without prejudice the remaining state law claims on the ground that the court declined to exercise supplemental jurisdiction over them. The state law claims may be reasserted in state court. The court also reserved jurisdiction to determine whether an award of sanctions against Mr. Meide is appropriate. The court has ordered the parties to mediation with respect to the issue of sanctions and, in the event that the mediation is unsuccessful, the court has indicated that it will set a deadline for the filing of any motions for an award of sanctions against Mr. Meide. The court-ordered mediation is set for December 10, 2020 On June 8, 2020, Andrew Kriss and Eric Lerner (the “Plaintiffs”) filed a Summons with Notice in the Supreme Court of the State of New York, Nassau County naming as defendants the Company, PEC, John Textor and Frank Patterson, among others (Index No. 605474/20). On November 12, 2020, Plaintiffs filed a Complaint, which asserts claims for breach of express contract and implied duties, fraud in the inducement, unjust enrichment, conversion, declaratory relief, fraud and fraudulent conveyance. The claims arise from an alleged relationship between Plaintiffs and defendant PEC. Plaintiffs seek monetary damages in an amount to be proven at trial, but not less than six million dollars ($6,000,000). The Company intends to vigorously defend this litigation. | ||
Fubo TV Pre-Merger [Member] | |||
Commitments and Contingencies | 6. Commitments and contingencies Leases The Company entered into a lease agreement in April 2017 (the “Lease”) for approximately 10,000 square feet of office space in New York, NY. The lease commenced in April 2017 and the initial term of the lease is for a period of ten years with an option to renew for an additional five years. On January 30, 2018, the Company amended their lease agreement to add approximately 6,600 square feet of office space (“Additional Leased Space”). The lease term commenced in February 2018 and is effective through March 2021. In February 2020, the Company entered into a sublease with Welltower, Inc. to lease approximately 6,300 square feet of office space in New York, NY. The lease commenced in March 2020 and is effective through July 30, 2021. The annual rent for the space is $455. Rent expense for the three months ended March 31, 2020 and 2019 was $415 and $388, respectively. Contingencies From time to time, the Company may be involved in disputes or regulatory inquiries that arise in the ordinary course of business. When the Company determines that a loss is both probable and reasonably estimable, a liability is recorded and disclosed if the amount is material to the financial statements taken as a whole. When a material loss contingency is only reasonably possible, the Company does not record a liability, but instead discloses the nature and the amount of the claim, and an estimate of the loss or range of loss, if such an estimate can reasonably be made. As of March 31, 2020 and December 31, 2019 there was no litigation or contingency with at least a reasonable possibility of a material loss. | 6. Commitments and contingencies Leases The Company entered into a lease agreement in April 2017 (the “Lease”) for approximately 10,000 square feet of office space in New York, NY. The lease commenced in April 2017 and the initial term of the lease is for a period of ten years with an option to renew for an additional five years. The annual base rent is $745, with scheduled increases after the second and fourth anniversaries of the lease commencement. The Company received a leasehold improvement incentive from the landlord totaling $1,500 as of December 31, 2017. On January 30, 2018, the Company amended their lease agreement to add approximately 6,600 square feet of office space (“Additional Leased Space”). The lease term commenced in February 2018 and is effective through March 2021. The annual rent for the Additional Leased Space is $518. For scheduled rent escalation, the Company recognizes minimum rental expense on a straight-line basis over the term of the lease in the consolidated statements of operations and comprehensive loss. The difference between cash rent payments and rent expense is recorded as a deferred rent liability. The Company recorded the leasehold improvement incentive as a component of deferred rent and is amortizing the incentive on a straight-line basis as a reduction of rent expense over the term of the lease. Rent expense for the years ended December 31, 2019 and 2018 was $1,584 and $1,330, respectively. Future minimum lease payments under non-cancellable operating leases are as follows: Year Ending December 31: 2020 $ 1,283 2021 830 2022 778 2023 805 2024 805 Thereafter 2,110 Total minimum lease payments $ 6,611 Affiliate Distribution Agreements The Company is obligated under certain unconditional affiliate distribution agreements with television networks for the rights to distribute content. The future fixed and determinable payments under these agreements with initial terms of one year or more are as follows: Year Ending December 31: 2020 $ 44,298 2021 15,900 Total minimum affiliate payments $ 60,198 Contingencies From time to time, the Company may be involved in disputes or regulatory inquiries that arise in the ordinary course of business. When the Company determines that a loss is both probable and reasonably estimable, a liability is recorded and disclosed if the amount is material to the financial statements taken as a whole. When a material loss contingency is only reasonably possible, the Company does not record a liability, but instead discloses the nature and the amount of the claim, and an estimate of the loss or range of loss, if such an estimate can reasonably be made. As of December 31, 2019 and 2018 there was no litigation or contingency with at least a reasonable possibility of a material loss. |
Debt (fuboTV Inc. Pre-Merger)
Debt (fuboTV Inc. Pre-Merger) | 3 Months Ended | 9 Months Ended |
Mar. 31, 2020 | Sep. 30, 2020 | |
Debt | 15. Convertible Notes Payable As of September 30, 2020 there were no convertible notes outstanding, and as of December 31, 2019, convertible notes outstanding totaled $1.4 million. During the three and nine months ended September 30, 2020, the Company repaid $2.8 million and $3.9 million of principal balances, and approximately $0.9 million of related interest expense and prepayment penalties owed on its convertible notes. | |
Fubo TV Pre-Merger [Member] | ||
Debt | 7. Debt Signing Date Loan Agreement Immediately following the execution and delivery of the Merger Agreement, FaceBank and fuboTV entered into a Loan and Security Agreement, dated as of March 19, 2020 (the “Signing Date Loan Agreement”), whereby FaceBank advanced to fuboTV a junior secured term loan in the aggregate principal amount of $10,000 (the “Signing Date Loan”) on the terms set forth in the Signing Date Loan Agreement. Interest on the Signing Date Loan accrues at a rate of 11% per annum. Interest is payable in arrears on the first business day of each calendar month commencing with the calendar month beginning on April 1, 2020. The maturity date for the Signing Date Loan was July 8, 2020 and is therefore classified as short-term debt on the consolidated balance sheet. This loan has been repaid in full prior to the maturity date. Pursuant to the Signing Date Loan Agreement, fuboTV granted to FaceBank a junior security interest in substantially all of its assets as security for the payment of all obligations under the Signing Date Loan Agreement, the Signing Date Loan and the other transaction documents executed in connection therewith. The Signing Date Loan and the other obligations under the Signing Date Loan Agreement are subordinated to fuboTV’s existing secured indebtedness to AMC Networks Ventures (defined as the “Senior Secured Loan” below). The Company incurred interest expense of $39 for the three months ended March 31, 2020. Convertible Notes In February and March 2019, the Company issued and sold $16,150 in aggregate principal amount of convertible promissory notes (the “2019 Convertible Notes”) of which $5,000 was repaid in full in March 2019. The 2019 Convertible Notes bore interest at a rate of 4.0% per annum, compounded annually. The 2019 Convertible Notes, that were not repaid in full in March 2019, were converted into shares of the Company’s Series E-1 convertible preferred stock in March 2019 as part of the Q1 Series E Financing (as hereinafter defined). See Note 9. At the issuance dates of the respective 2019 Convertible Notes, the Company fair valued and bifurcated the automatic conversion features from the respective host debt instrument and recorded convertible notes derivatives of $2,120. The resulting debt discount from the derivative liabilities was presented as a direct deduction from the carrying amount of that debt liability and was amortized to interest expense using the effective interest rate method. Senior Secured Loan In April 2018, the Company entered into a senior secured term loan with AMC Networks Ventures, LLC (the “Term Loan”) with a principal amount of $25,000, bearing interest equal to LIBOR (London Interbank Offered Rate) plus 5.25% per annum and with scheduled principal payments beginning in 2020. The Company incurred $172 of debt issuance cost that is being amortized over the life of the Term Loan, of which the Company recognized $11 for the three months ended March 31, 2020 and 2019, respectively. The Company has made principal repayments of $1,250 during the three months ended March 31, 2020. The outstanding balance, net of issuance costs of the Term Loan is $23,632 as of March 31, 2020. The Term Loan grants AMC Networks Ventures, LLC first priority lien on substantially all of the Company’s assets and has priority over the Company’s convertible preferred stock. The Term Loan matures on April 6, 2023, has certain financial covenants and requires the Company to maintain a certain minimum subscriber level. The Company was in compliance with all covenants at March 31, 2020 and December 31, 2019. |
Long-Term Debt (fuboTV Inc. Pre
Long-Term Debt (fuboTV Inc. Pre-Merger) (10-K) | 12 Months Ended |
Dec. 31, 2019 | |
Fubo TV Pre-Merger [Member] | |
Long-Term Debt | 7. Long-Term Debt Convertible Notes In December 2017, the Company issued and sold $19,850 in aggregate principal amount of convertible promissory notes (the “2017 convertible notes”). The 2017 convertible notes were unsecured general obligations and were subordinated to all of the Company’s current or future senior debt. The 2017 convertible notes bore interest at a rate of 4.0% per annum, compounded annually. The 2017 convertible notes, together with accumulated accrued interest, were converted into Series D-1 preferred stock in March 2018. On January 5, 2018 and February 26, 2018, the Company issued $3,000 and $50, respectively, in convertible promissory notes (the “2018 convertible notes”). The 2018 convertible notes were unsecured general obligations and were subordinated to all of the Company’s current or future senior debt. The 2018 convertible notes bore interest at a rate of 4.0% per annum, compounded annually. The 2018 convertible notes, together with accumulated accrued interest, were converted into Series D preferred stock in March 2018. In February and March 2019, the Company issued and sold $16,150 in aggregate principal amount of convertible promissory notes (the “2019 convertible notes”) of which $5,000 was repaid in full in March 2019. The 2019 convertible notes bore interest at a rate of 4.0% per annum, compounded annually. The remaining 2019 convertible notes, together with accumulated interest, were converted into Series E-1 convertible preferred stock in March 2019 as part of the Series E Financing. (See note 9). At the issuance date of the 2019 and 2018 convertible notes, the Company fair valued and bifurcated the automatic conversion features from the respective host debt instrument and recorded convertible notes derivatives of $2,120 and $574 respectively. The derivative liabilities from the 2017 convertible notes were revalued at the date of conversion to Series D preferred stock with changes in fair value recorded to changes in fair value of derivative liabilities. The resulting debt discount from the derivative liabilities were presented as a direct deduction from the carrying amount of that debt liability and were amortized to interest expense using the effective interest rate method. During the years ended December 31, 2019 and 2018, the Company incurred $102 and $3,284, respectively, of interest expense related to amortization of debt discount prior to the note conversion. During the years ended December 31, 2019 and 2018, the Company recorded a change in the fair value of derivative liability of $0 and $4,697, from the conversion of the 2019 and 2018 convertible notes to Series E-1 and D-1 preferred stock, respectively. Senior Secured Loan In April 2018, the Company entered into a senior secured term loan with AMC Networks Ventures, LLC (the “Term Loan”) with a principal amount of $25,000, bearing interest equal to LIBOR (London Interbank Offered Rate) plus 5.25% per annum and with scheduled principal payments beginning in 2020. The Company incurred $172 of debt issuance cost that is being amortized over the life of the Term Loan, of which the Company recognized $43 for the year ended December 31, 2019. The Term Loan grants AMC Networks Ventures, LLC first priority lien on substantially all of the Company’s assets and has priority over the Company’s convertible preferred stock. The Term Loan matures on April 6, 2023, has certain financial covenants and requires the Company to maintain a certain minimum subscriber level. The Company was in compliance with all covenants at December 31, 2019. The scheduled principal maturities on the Term Loan for the three years subsequent to December 31, 2019 are as follows: 2020 $ 5,000 2021 7,500 2022 12,500 $ 25,000 |
Common Stock (fuboTV Inc. Pre-M
Common Stock (fuboTV Inc. Pre-Merger) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Fubo TV Pre-Merger [Member] | ||
Common Stock | 8. Common Stock The Company’s common stock had an authorized number of shares at March 31, 2020 and December 31, 2019 of 22,612,225 shares, and total outstanding shares of 2,162,187 and 2,157,367, respectively. The holders of the Company’s common stock are entitled to one vote per share. The Company had reserved shares of common stock for issuance, on an as-converted basis, as follows: March 31, December 31, 2020 2019 Convertible preferred stock outstanding, as converted 15,615,645 15,615,645 Options and restricted stock issued and outstanding 2,213,985 2,299,942 Shares available for future stock option grants 351,158 270,019 Total 18,180,788 18,185,606 The Company’s board of directors has from time to time authorized the repurchase of shares of its common stock. There are no commitments to repurchase common stock at March 31, 2020 and December 31, 2019. | 8. Common Stock The Company’s common stock had an authorized number of shares at December 31, 2019 and 2018 of 22,612,225 and 18,000,000 shares, respectively and total outstanding shares of 2,157,367 and 2,076,317, respectively. The holders of the Company’s common stock are entitled to one vote per share. The Company had reserved shares of common stock for issuance, on an as-converted basis, as follows: December 31, 2019 2018 Convertible preferred stock outstanding, as converted 15,615,645 12,087,594 Options and restricted stock issued and outstanding 2,299,942 2,380,989 Shares available for future stock option grants 270,019 270,022 Total 18,185,606 14,738,605 The Company’s board of directors has from time to time authorized the repurchase of shares of its common stock. There are no commitments to repurchase common stock at December 31, 2019 and 2018. |
Convertible Preferred Stock (fu
Convertible Preferred Stock (fuboTV Inc. Pre-Merger) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Fubo TV Pre-Merger [Member] | ||
Convertible Preferred Stock | 9. Convertible Preferred Stock During the three months ended March 31, 2019, the Company issued 1,681,493 shares of its Series E convertible preferred stock, par value $0.001 per share at a price per share of $29.74 and issued 471,100 shares of the Company’s Series E-1 convertible preferred stock upon the cancellation of indebtedness of $11,150 in principal and $58 in accrued interest, at an effective purchase price of $23.79 per share (such transactions, the “Q1 Series E Financing”). The total amount recorded for the Series E convertible preferred stock and the Series E-1 convertible preferred stock was $60,970, net of issuance costs. The following tables summarize our authorized, issued and outstanding convertible preferred stock as of December 31, 2019 and March 31, 2020: As of March 31, 2020 and December 31, 2019 Shares Authorized Shares Issued and Outstanding Net Proceeds Liquidation Preference per Share Liquidation Value Conversion Price per Share Series AA convertible preferred stock 1,641,024 1,641,024 $ 1,600 $ 0.9750 $ 1,600 $ 0.9750 Series A convertible preferred stock 1,059,204 1,059,204 3,065 2.9576 3,133 2.9576 Series A-1 convertible preferred stock 101,430 101,430 — 2.5140 255 2.5140 Series A-2 convertible preferred stock 33,721 33,721 — 2.3661 80 2.3661 Series A-3 convertible preferred stock 292,562 292,562 — 1.8201 533 1.8201 Series B convertible preferred stock 1,926,507 1,926,507 14,960 7.8008 15,028 7.8008 Series B-1 convertible preferred stock 14,369 14,369 — 3.4796 50 3.4796 Series C convertible preferred stock 2,495,291 2,495,291 37,446 16.0302 40,000 16.0302 Series C-1 convertible preferred stock 1,600,000 1,543,051 — 10.0635 15,528 10.0635 Series D convertible preferred stock 2,173,990 1,839,954 46,294 25.3000 46,551 25.3000 Series D-1 convertible preferred stock 1,140,481 1,140,481 — 20.2400 23,083 20.2400 Series E convertible preferred stock 4,667,595 3,056,951 101, 699 29.7354 90,898 29.7354 Series E-1 convertible preferred stock 471,100 471,100 — 23.7883 11,207 23.7883 Total 17,617,274 15,615,645 $ 205,064 $ 247,946 Dividends All holders of the Company’s convertible preferred stock are entitled to receive non-cumulative dividends, payable when, as and if declared by the board of directors, in prior and in preference to any declaration or payment of any dividend on the common stock of the Company at their applicable Dividend Rate (minimum required dividend if and when the board of directors declares a dividend), as adjusted for any stock splits, stock dividends, combinations, subdivisions and recapitalizations, etc.: Dividend Rate Series AA convertible preferred stock $0.0585 per share Series A convertible preferred stock $0.1775 per share Series A-1 convertible preferred stock $0.1508 per share Series A-2 convertible preferred stock $0.1420 per share Series A-3 convertible preferred stock $0.1092 per share Series B convertible preferred stock $0.6241 per share Series B-1 convertible preferred stock $0.2784 per share Series C convertible preferred stock $1.28241 per share Series C-1 convertible preferred stock $0.80508 per share Series D convertible preferred stock $2.02393 per share Series D-1 convertible preferred stock $1.61910 per share Series E convertible preferred stock $2.37884 per share Series E-1 convertible preferred stock $1.90307 per share After payment of such dividends to the holders of the Company’s convertible preferred stock, any additional dividends or distributions shall be distributed among all holders of the Company’s common stock and convertible preferred stock in proportion to the number of shares of common stock that would be held by each such holder if all shares of convertible preferred stock were converted to common stock at the then-effective conversion rate. No dividends have been declared since inception. Liquidation Holders of the Company’s convertible preferred stock receive the stated liquidation preference per share plus any declared and unpaid dividends in the event of a Deemed Liquidation Event. A Deemed Liquidation Event is defined as the acquisition of the Company by another entity, or a sale, lease or other disposition of all or substantially all of the assets of the Company and its subsidiaries taken as a whole by means of any transaction or series of related transactions, except where such sale, lease or other disposition is to a wholly-owned subsidiary of the Company. If upon the Deemed Liquidation Event, dissolution or winding up of the Company, the assets of the Company legally available for distribution to the holders of the Company’s convertible preferred stock are insufficient to permit the payment to such holders of the full amounts specified, then the entire assets of the Company legally available for distribution shall be distributed with equal priority and pro rata among the holders of the Company’s convertible preferred stock in proportion to the full amounts they would otherwise be entitled to receive. Optional Conversion Each share of the Company’s convertible preferred stock is convertible at any time at the option of the holder into one share of common stock. Mandatory Conversion Mandatory conversion will occur upon the event of a qualified initial public offering of the Company’s common stock that results in proceeds to the Company of at least $50,000, as approved by the board of directors, upon which time all outstanding shares of the Company’s convertible preferred stock shall automatically be converted into shares of the Company’s common stock, at the then effective conversion rate. Conversion Price Adjustments The conversion price per share of the Company’s convertible preferred stock will be reduced if the Company issues any additional stock without consideration or for consideration per share less than the preferred stock conversion price in effect for that series. Demand Registration Rights Pursuant to the terms of the Third Amended and Restated Investors’ Rights Agreement, the Company is obligated, upon the written demand of the holders of at least 20% of the convertible preferred stock then outstanding (“Initiating Holders”) to register a Form S-1 registration statement with an anticipated aggregate offering price exceeding $7,500. Upon the receipt of a written demand notice, the Company must file a registration statement with the U.S. Securities and Exchange Commission covering the Initiating Holders and any additional convertible preferred shares requested by any other holders within 60 days and use commercially reasonable efforts to have the registration statement declared effective promptly thereafter. The holder of the convertible preferred stock may exercise this demand registration right at any date after the earlier of: (i) March 5, 2021 or (ii) 180 days after the effective date of a registrations statement upon receipt of a request from 20% of the holders of the then outstanding convertible preferred stock to register. The Company shall have the right to defer registration for a 90-day period, provided this right has not been incurred more than twice in the preceding 12-month period. Voting Each holder of the Company’s convertible preferred stock has voting rights equivalent to common stock on an as converted basis. Other Convertible preferred stock is classified outside of shareholders’ equity because the shares contain certain liquidation features that are not solely within the Company’s control. The Company determined that a liquidation event is probable of occurring as of March 31, 2020 since the Company entered into the Merger Agreement during the three months ended March 31, 2020. However, the carrying values of the convertible preferred stock were not accreted to their deemed liquidation value through additional paid in capital as the difference is not material. There were no qualifying liquidation events probable of occurring during the three months ended March 31, 2019. In connection with the Merger Agreement that became effective April 1, 2020, the Investors’ Rights Agreement was terminated and all of the convertible preferred stock of fuboTV was converted into the right to receive shares of a newly created class of Series AA Convertible Preferred Stock of FaceBank (refer to Note 13 for details). Therefore, the aforementioned dividend, conversion, voting, and demand registration rights outlined above are no longer in effect as of April 1, 2020. | 9. Convertible Preferred Stock In 2018, the Company issued 1,839,954 shares of its Series D convertible preferred stock at a price per share of $25.30 for total proceeds of $46,294, net of issuance costs which are recorded as a reduction to the proceeds. Additionally, the Company converted approximately $22,900 in principal and $183 in accrued interest (representing the total accrued interest at the conversion date) of the 2017 and 2018 convertible notes into 1,140,481 shares of the Company’s Series D-1 convertible preferred stock at an exercise price of $20.24 per share. In 2019, the Company issued 3,056,951 shares of its Series E convertible preferred stock at a price per share of $29.74 and converted $11,150 in principal and $58 in accrued interest of convertible notes into 471,100 shares of the Company’s Series E-1 convertible preferred stock at an exercise price of $23.79 per share. Total amount recorded for Series E and E-1 convertible preferred stock was $101,757, net of issuance costs. The following tables summarize our authorized, issued and outstanding convertible preferred stock: December 31, 2019 Shares Authorized Shares Issued and Outstanding Net Proceeds Liquidation Preference per Share Liquidation Value Conversion Price per Share Series AA convertible preferred stock 1,641,024 1,641,024 $ 1,600 $ 0.9750 $ 1,600 $ 0.9750 Series A convertible preferred stock 1,059,204 1,059,204 3,065 2.9576 3,133 2.9576 Series A-1 convertible preferred stock 101,430 101,430 — 2.5140 255 2.5140 Series A-2 convertible preferred stock 33,721 33,721 — 2.3661 80 2.3661 Series A-3 convertible preferred stock 292,562 292,562 — 1.8201 533 1.8201 Series B convertible preferred stock 1,926,507 1,926,507 14,960 7.8008 15,028 7.8008 Series B-1 convertible preferred stock 14,369 14,369 — 3.4796 50 3.4796 Series C convertible preferred stock 2,495,291 2,495,291 37,446 16.0302 40,000 16.0302 Series C-1 convertible preferred stock 1,600,000 1,543,051 — 10.0635 15,528 10.0635 Series D convertible preferred stock 2,173,990 1,839,954 46,294 25.3000 46,551 25.3000 Series D-1 convertible preferred stock 1,140,481 1,140,481 — 20.2400 23,083 20.2400 Series E convertible preferred stock 4,667,595 3,056,951 101,699 29.7354 90,898 29.7354 Series E-1 convertible preferred stock 471,100 471,100 — 23.7883 11,207 23.7883 Total 17,617,274 15,615,645 $ 205,064 $ 247,946 December 31, 2018 Shares Authorized Shares Issued and Outstanding Net Proceeds Liquidation Preference per Share Liquidation Value Conversion Price per Share Series AA convertible preferred stock 1,641,024 1,641,024 $ 1,600 $ 0.9750 $ 1,600 $ 0.9750 Series A convertible preferred stock 1,059,204 1,059,204 3,065 2.9576 3,133 2.9576 Series A-1 convertible preferred stock 101,430 101,430 — 2.5140 255 2.5140 Series A-2 convertible preferred stock 33,721 33,721 — 2.3661 80 2.3661 Series A-3 convertible preferred stock 292,562 292,562 — 1.8201 533 1.8201 Series B convertible preferred stock 1,926,507 1,926,507 14,960 7.8008 15,028 7.8008 Series B-1 convertible preferred stock 14,369 14,369 — 3.4796 50 3.4796 Series C convertible preferred stock 2,495,291 2,495,291 37,446 16.0302 40,000 16.0302 Series C-1 convertible preferred stock 1,600,000 1,543,051 — 10.0635 15,528 10.0635 Series D convertible preferred stock 2,173,990 1,839,954 46,294 25.3000 46,551 25.3000 Series D-1 convertible preferred stock 1,140,481 1,140,481 — 20.2400 23,083 20.2400 Total 12,478,579 12,087,594 $ 103,365 $ 145,841 Dividends All convertible preferred stockholders are entitled to receive non-cumulative dividends, payable when, as and if declared by the board of directors, in prior and in preference to any declaration or payment of any dividend on the common stock of the Company at their applicable Dividend Rate (minimum required dividend if and when the board of directors declares a dividend), as adjusted for any stock splits, stock dividends, combinations, subdivisions and recapitalizations, etc.: Dividend Rate Series AA convertible preferred stock $0.0585 per share Series A convertible preferred stock $0.1775 per share Series A-1 convertible preferred stock $0.1508 per share Series A-2 convertible preferred stock $0.1420 per share Series A-3 convertible preferred stock $0.1092 per share Series B convertible preferred stock $0.6241 per share Series B-1 convertible preferred stock $0.2784 per share Series C convertible preferred stock $1.28241 per share Series C-1 convertible preferred stock $0.80508 per share Series D convertible preferred stock $2.02393 per share Series D-1 convertible preferred stock $1.61910 per share Series E convertible preferred stock $2.37884 per share Series E-1 convertible preferred stock $1.90307 per share After payment of such dividends to convertible preferred stockholders, any additional dividends or distributions shall be distributed among all holders of common stock and convertible preferred stock in proportion to the number of shares of common stock that would be held by each such holder if all shares of convertible preferred stock were converted to common stock at the then effective conversion rate. No dividends have been declared since inception. Liquidation Holders of convertible preferred stock receive the stated liquidation preference per share plus any declared and unpaid dividends in the event of a Deemed Liquidation Event. A Deemed Liquidation Event is defined as the acquisition of the Company by another entity, or a sale, lease or other disposition of all or substantially all of the assets of the Company and its subsidiaries taken as a whole by means of any transaction or series of related transactions, except where such sale, lease or other disposition is to a wholly-owned subsidiary of the Company. If upon the Deemed Liquidation Event, dissolution or winding up of the Company, the assets of the Company legally available for distribution to the holders of the convertible preferred stock are insufficient to permit the payment to such holders of the full amounts specified, then the entire assets of the Company legally available for distribution shall be distributed with equal priority and pro rata among the holders of the convertible preferred stock in proportion to the full amounts they would otherwise be entitled to receive. Optional Conversion Each share of convertible preferred stock was convertible at any time at the option of the holder into one share of common stock. Mandatory Conversion Mandatory conversion will occur upon the event of a qualified initial public offering of the Company’s common stock that results in proceeds to the Company of at least $50,000, as approved by the board of directors, then all outstanding shares of convertible preferred stock shall automatically be converted into shares of Common Stock, at the then effective conversion rate. Conversion Price Adjustments The conversion price per share of the convertible preferred stock will be reduced if the Company issues any additional stock without consideration or for consideration per share less than the preferred stock conversion price in effect for that series. Demand Registration Rights Pursuant to the terms of the Third Amended and Restated Investor Rights Agreement, the Company is obligated, upon the written demand of the holders of at least 20% of the convertible preferred stock then outstanding (“Initiating Holders”) to register a Form S-1 registration statement with an anticipated aggregate offering price exceeding $7,500. Upon the receipt of a written demand notice, the Company must file a registration statement with the U.S. Securities and Exchange Commission covering the Initiating Holders and any additional convertible preferred shares requested by any other holders within 60 days and use commercially reasonable efforts to have the registration statement declared effective promptly thereafter. The holder of the convertible preferred stock may exercise this demand registration right at any date after the earlier of: (i) March 5, 2021 or (ii) 180 days after the effective date of a registrations statement upon receipt of a request from 20% of the holders of the then outstanding convertible preferred stock to register. The Company shall have the right to defer registration for a 90-day period, provided this right has not been incurred more than twice in the preceding 12-month period. Voting Each holder of convertible preferred stock has voting rights equivalent to common stock on an as converted basis. Other Convertible preferred stock is classified outside of shareholders’ equity because the shares contain certain liquidation features that are not solely within the Company’s control. During the years ended December 31, 2019 and 2018, the carrying values of the convertible preferred stock were not adjusted to the deemed liquidation value of such shares as a qualifying liquidation event was not probable. Subsequent adjustments to increase the carrying values to the ultimate redemption values will be made only when it becomes probable that such a liquidation event will occur. |
Stock Option Plan (fuboTV Inc.
Stock Option Plan (fuboTV Inc. Pre-Merger) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Fubo TV Pre-Merger [Member] | ||
Stock Option Plan | 10. Stock Option Plan The Company recognized stock-based compensation expense for stock-based awards of $368 and $376 during the three months ended March 31, 2020 and 2019, respectively. The following table summarizes the effects of stock-based compensation expense on subscriber related expenses, sales and marketing, technology and development, and general and administrative: March 31, March 31, 2020 2019 Subscriber related expenses $ 1 $ 3 Sales and marketing 94 84 Technology and development 152 142 General and administrative 121 147 Total $ 368 $ 376 Equity Incentive Plan In June 2015, the Company adopted the fuboTV Inc. 2015 Equity Incentive Plan (the “2015 Plan”). Our 2015 Plan permits us to grant incentive stock options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, non-qualified stock options, restricted stock awards, and other stock grants to certain of our key employees, consultants, and non-employee directors (each, an “award” and the recipient of such award, a “participant”). As of March 31, 2020 and December 31, 2019, the number of shares authorized for issuance under the 2015 Plan was 2,727,328 shares, of which 351,158 and 270,019 shares were available for grant, respectively. Under the Plan, the board of directors may grant incentive stock options or nonqualified stock options. Incentive stock options may only be granted to employees. The exercise price of incentive stock options and nonqualified stock options will be no less than 100% of the fair value per share of the Company’s common stock on the date of grant. If an individual owns capital stock representing more than 10% of the voting shares, the price of each share will be at least 110% of the fair value on the date of grant. Fair value is determined by the board of directors. Employee stock options generally vest 25% on the first anniversary of the grant date and then ratably over the next three years or ratably over 48 months. Nonemployee stock options generally vest ratably over a two-year period. Options expire after 10 years. Shares issued upon exercise of vested options are newly issued shares and shall be subject to the Company’s right to repurchase at their purchase price. During the three months ended March 31, 2019, 14,550 options were granted to employees at a weighted average exercise price of $7.23. No options were granted to employees during the three months ended March 31, 2020. During the three months ended March 31, 2020 and 2019, 4,820 and 1 options were exercised for $18 and $2, respectively. There were no material forfeitures or expirations in the three months ended March 31, 2020 and 2019. Stock Options Valuation The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option-pricing valuation model using assumptions in the following table: March 31, 2019 Expected term (in years) 4.16 – 4.60 Risk-free interest rate 2.57% Expected volatility 62.4% - 62.8% Dividend rate — | 10. Stock Option Plan The Company recognized stock-based compensation expense for stock-based awards of $1,511 and $952 during the years ended December 31, 2019 and 2018, respectively. The following table summarizes the effects of stock-based compensation expense on subscriber related expenses, sales and marketing, technology and development, and general and administrative: December 31, 2019 2018 Subscriber related expenses $ 9 $ 6 Sales and marketing 352 137 Technology and development 594 355 General and administrative 556 454 Total $ 1,511 $ 952 Equity Incentive Plan In June 2015, the Company adopted the 2015 Equity Incentive Plan (the “Plan”). The Plan provides for the granting of stock-based awards to employees, directors and consultants under terms and provisions established by the board of directors. As of December 31, 2019 and 2018, the number of shares authorized for issuance under the Plan was 2,727,328 shares, of which 270,019 and 270,022 shares were available for grant, respectively. Under the Plan, the board of directors may grant incentive stock options or nonqualified stock options. Incentive stock options may only be granted to employees. The exercise price of incentive stock options and nonqualified stock options will be no less than 100% of the fair value per share of the Company’s common stock on the date of grant. If an individual owns capital stock representing more than 10% of the voting shares, the price of each share will be at least 110% of the fair value on the date of grant. Fair value is determined by the board of directors. Employee stock options generally vest 25% on the first anniversary of the grant date and then ratably over the next three years or ratably over 48 months. Nonemployee stock options generally vest ratably over a two-year period. Options expire after 10 years. Shares issued upon exercise of vested options are newly issued shares and shall be subject to the Company’s right to repurchase at their purchase price. A summary of share activity under the Plan is presented below: Options Outstanding Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value of Outstanding Options Outstanding — January 1, 2019 2,380,989 $ 4.57 8.56 $ 6,351 Options granted 169,515 7.38 Options exercised (81,050 ) 2.16 Options forfeited (145,831 ) 4.51 Options expired (23,681 ) .06 Outstanding — December 31, 2019 2,299,942 $ 4.85 7.73 $ 5,848 Exercisable — December 31, 2019 1,312,566 $ 3.58 7.17 $ 5,010 Vested and expected to vest — December 31, 2019 2,299,942 $ 4.85 7.73 $ 5,848 During the years ended December 31, 2019 and 2018, the weighted average grant date fair value of options granted was $3.67 and $3.44 per option, respectively. The total fair value of options granted to employees that vested during the years ended December 31, 2019 and 2018 was $2,861 and $936, respectively. The cash received from the exercise of options granted under stock-based payment arrangements for the year ended December 31, 2019 was $174. As of December 31,2019 and 2018 the total unrecognized compensation expense related to unvested options was $3,294 and $5,117, respectively, which is expected to be recognized over an estimated weighted average period of 2.37 and 3.75 years, respectively. Stock Options The Company has 94,338 options to nonemployees outstanding as of December 31, 2019 and 2018. Stock-based compensation expense for options granted to nonemployees was $6 for the years ended December 31, 2019 and 2018, and the expense is included in general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss. Stock-based compensation expense related to stock options granted to nonemployees is recognized as the stock options are earned. The measurement of stock-based compensation expense for nonemployees is based on the estimated fair value of the equity instruments using the Black-Scholes option-pricing valuation model. The Company believes that the estimated fair value of the stock options is more readily measurable than the fair value of the services received. The Company did not grant any stock options to nonemployees during the years ended December 31, 2019 and 2018. Restricted Stock Awards In May 2017, the Company issued 41,652 shares of restricted stock to a nonemployee advisor to the Company. These shares vest over a period of two years. Compensation expense related to the restricted stock is recognized using the grant date fair value recognized evenly over the service period within general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss. In May, 2018, the Company terminated the arrangement with the advisor. As a result, there were no restricted shares outstanding at December 31, 2019 and 2018. As of December 31, 2019, there was no unrecognized stock-based compensation related to unvested shares. Stock Options Valuation The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option-pricing valuation model using assumptions in the following table: December 31, 2019 2018 Expected term (in years) 4.16 – 4.60 3.69– 4.35 Risk-free interest rate 2.10 – 2.57 % 2.45 – 2.96 % Expected volatility 62.1 % 61.2 % Dividend rate — — The Company determined the assumptions for the Black-Scholes option-pricing valuation model as discussed below. Each of these inputs is subjective and generally requires significant judgment to determine. Expected Term Risk-Free Interest Rate Expected Volatility Dividend Rate Fair Value of Common Stock |
Subsequent Events
Subsequent Events | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Subsequent Events | 20. Subsequent Events On October 8, 2020, we sold 18,300,000 shares of our common stock in a public offering at $10.00 per share generating $170.2 million in proceeds, net of offering costs. On October 22, 2020, the investment bankers exercised their right to purchase an additional 1,406,708 shares of common stock at $10.00 per share generating an additional $13.1 million in proceeds, net of offering costs. On September 30, 2020, following negotiations with Century Venture, SA, the Company agreed to repay the Loan related to its Credit Agreement in full (inclusive of any interest, fees and penalties). The Company paid $1.6 million on October 2, 2020, the Credit Agreement and related Loan were automatically terminated. | ||
Fubo TV Pre-Merger [Member] | |||
Subsequent Events | 13. Subsequent Events The Company has reviewed and evaluated subsequent events from the balance sheet date through July 8, 2020. Merger Agreement On April 1, 2020, fuboTV Acquisition Corp., a Delaware corporation (“Merger Sub”) and a wholly-owned subsidiary of FaceBank, merged with and into fuboTV, whereby fuboTV continued as the surviving corporation and became a wholly-owned subsidiary of FaceBank pursuant to the terms of the Merger Agreement. In accordance with the terms of the Merger Agreement, at the effective time of the Acquisition (the “Effective Time”), all of the capital stock of fuboTV was converted into the right to receive 32,324,362 shares of a newly created class of Series AA Convertible Preferred Stock of FaceBank, par value $0.0001 per share (the “Series AA Preferred Stock”). In addition, each outstanding option to purchase shares of common stock of fuboTV was assumed by FaceBank and converted into an option to acquire FaceBank’s common stock. As of April 1, 2020, the aggregate number of shares of FaceBank’s common stock subject to options as a result of the foregoing is 8,051,098, which are exercisable at a weighted average price of $1.32 per share. Each share of Series AA Preferred Stock is entitled to 0.8 votes per share and is convertible into two (2) shares of FaceBank’s common stock, and shall only be convertible immediately following the sale of such shares on an arms’-length basis either pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act of 1933 (the “Securities Act”) or pursuant to an effective registration statement under the Securities Act. Until the time the Company is able to uplist to a national securities exchange, the Series AA Preferred Stock benefits from certain protective provisions that, for example, requires the Company to obtain the approval of a majority of the shares of outstanding Series AA Preferred Stock, voting as a separate class, before undertaking certain matters. The effect of the Merger and the terms of the Series AA Preferred Stock is to initially establish an approximate two-thirds majority ownership of FaceBank on a common equivalent basis for the pre-Merger fuboTV shareholders while preserving a majority voting interest for the pre-Merger FaceBank shareholders. | 13. Subsequent Events The Company has reviewed and evaluated subsequent events that occurred through April 30, 2020, the date the financial statements were available to be issued. On March 23, 2020, the Company entered into a merger agreement with Facebank Group, Inc. (“Facebank”). The merger closed on April 1, 2020 whereby the Company became a wholly-owned subsidiary of Facebank. In February 2020, the Company entered into sublease with Welltower, Inc. to lease approximately 6,300 square feet of office space in New York, NY. The lease commenced in March 2020 and is effective through July 30, 2021. The annual rent for the space is $455. |
Organization, Nature of Busines
Organization, Nature of Business and Basis of Presentation (FaceBank Group, Inc. Pre-Merger) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Organization, Nature of Business and Basis of Presentation | 1. Organization and Nature of Business Incorporation fuboTV Inc. (“fuboTV” or the “Company”) was incorporated under the laws of the State of Florida in February 2009 under the name York Entertainment, Inc. The Company changed its name to FaceBank Group, Inc. on September 30, 2019. On August 10, 2020, the Company changed its name to fuboTV Inc. and as of May 1, 2020, the Company’s trading symbol was changed to from “FBNK” to “FUBO.” Unless the context otherwise requires, “fuboTV,” “we,” “us,” “our,” and the “Company” refers to fuboTV and its subsidiaries on a consolidated basis, and “fuboTV Pre-Merger” refers to fuboTV Inc., a Delaware corporation, prior to the Merger, and “fuboTV Sub” refers to fuboTV Media Inc., a Delaware corporation, and the Company’s wholly-owned subsidiary following the Merger. “FaceBank Pre-Merger” refers to FaceBank Group, Inc. prior to the Merger and its subsidiaries prior to the closing of the Merger. Merger with fuboTV Pre-Merger On April 1, 2020 (the “Effective Time”), fuboTV Acquisition Corp., a Delaware corporation and FaceBank Pre-Merger’s wholly-owned subsidiary (“Merger Sub”) merged with and into fuboTV Pre-Merger, whereby fuboTV Pre-Merger continued as the surviving corporation and became our wholly-owned subsidiary pursuant to the terms of the Agreement and Plan of Merger and Reorganization dated as of March 19, 2020, by and among us, Merger Sub and fuboTV Pre-Merger (the “Merger Agreement” and such transaction, the “Merger”) (See Note 4). In accordance with the terms of the Merger Agreement, at the Effective Time of the Merger, all of the capital stock of fuboTV Pre-Merger was converted into shares of our newly-created class of Series AA Convertible Preferred Stock, par value $0.0001 per share (the “Series AA Preferred Stock”) (See Note 17). Each share of Series AA Convertible Preferred Stock is entitled to 0.8 votes per share and is convertible into two shares of our common stock, only in connection with the sale of such shares on an arms’-length basis either pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act or pursuant to an effective registration statement under the Securities Act. Prior to our uplist to the NYSE, the Series AA Convertible Preferred Stock benefited from certain protective provisions that, for example, required us to obtain the approval of a majority of the shares of outstanding Series AA Convertible Preferred Stock, voting as a separate class, before undertaking certain matters. Prior to the Merger, the Company was, and after the Merger continues to be, in part, a character-based virtual entertainment business and a developer of digital human likeness for celebrities, focused on applications in traditional entertainment, sports entertainment, live events, social networking, mixed reality (AR/VR) and artificial intelligence. As a result of the Merger, fuboTV Pre-Merger, a leading live TV streaming platform for sports, news, and entertainment, became a wholly-owned subsidiary of the Company. In connection with the Merger, on March 11, 2020, the Company and HLEE Finance S.a r.l. (“HLEE”) entered into a Credit Agreement, dated as of March 11, 2020, pursuant to which HLEE provided the Company with a $100.0 million revolving line of credit (the “Credit Facility”). The Credit Facility was secured by substantially all the assets of the Company. The Credit Facility was terminated on July 8, 2020. On March 19, 2020, the Company, Merger Sub, Evolution AI Corporation (“EAI”) and Pulse Evolution Corporation (“PEC” and collectively with EAI, Merger Sub and the Company, the “Initial Borrower”) and FB Loan Series I, LLC (“FB Loan”) entered into a Note Purchase Agreement (the “Note Purchase Agreement”), pursuant to which the Initial Borrower sold to FB Loan senior secured promissory notes in an aggregate principal amount of $10.1 million (the “Senior Notes”). The Company received proceeds of $7.4 million, net of an original issue discount of $2.7 million. In connection with the FB Loan, the Company, fuboTV Sub and certain of their respective subsidiaries granted a lien on substantially of their assets to secure the obligations under the Senior Notes. See Note 13 for more information about the Note Purchase Agreement. Prior to the Merger, fuboTV Pre-Merger and its subsidiaries were party to a Credit and Guaranty Agreement, dated as of April 6, 2018 (the “AMC Agreement”), with AMC Networks Ventures LLC as lender, administrative agent and collateral agent (“AMC Networks Ventures”). fuboTV Pre-Merger previously granted AMC Networks Ventures a lien on substantially all of its assets to secure its obligations thereunder. The AMC Agreement survived the Merger and, as of the Effective Time, there was $23.6 million outstanding under the AMC Agreement, net of debt issuance costs. In connection with the Merger, the Company guaranteed the obligations of fuboTV Pre-Merger under the AMC Agreement on an unsecured basis. The liens of AMC Networks Ventures on the assets of fuboTV Pre-Merger are senior to the liens in favor of FB Loan and FaceBank Pre-Merger securing the Senior Notes. Nature of Business after the Merger Prior to the Merger, the Company focused on developing its technology-driven IP in sports, movies and live performances. Since the acquisition of fuboTV Pre-Merger, we are principally focused on offering consumers a leading live TV streaming platform for sports, news and entertainment through fuboTV. The Company’s revenues are almost entirely derived from the sale of subscription services and the sale of advertisements in the United States. Our subscription-based streaming services are offered to consumers who can sign-up for accounts through which we provide basic plans with the flexibility for consumers to purchase the add-ons and features best suited for them. Besides the website, consumers can also sign-up via some TV-connected devices. The fuboTV platform provides a broad suite of unique features and personalization tools such as multi-channel viewing capabilities, favorites lists and a dynamic recommendation engine as well as 4K streaming and Cloud DVR offerings. | ||
FaceBank Group, Inc Pre-Merger [Member] | |||
Organization, Nature of Business and Basis of Presentation | Note 1 – Organization and Nature of Business Incorporation FaceBank Group, Inc. (the “Company” or “FaceBank”) was incorporated under the laws of the State of Florida in February 2009 under the name York Entertainment, Inc. On September 30, 2019, the Company’s name was changed to FaceBank Group, Inc. Merger with fuboTV Inc. On April 1, 2020, fuboTV Acquisition Corp., a Delaware corporation and our wholly-owned subsidiary (“Merger Sub”) merged with and into fuboTV Inc., a Delaware corporation (“fuboTV”), whereby fuboTV continued as the surviving corporation and became our wholly-owned subsidiary pursuant to the terms of the Agreement and Plan of Merger and Reorganization dated as of March 19, 2020, by and among us, Merger Sub and fuboTV (the “Merger Agreement” and such transaction, the “Merger”) (See Note 16). In accordance with the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), all of the capital stock of fuboTV was converted into the right to receive shares of our newly-created class of Series AA Convertible Preferred Stock, par value $0.0001 per share (the “Series AA Preferred Stock”) (See Note 13). Each share of Series AA Preferred Stock is entitled to 0.8 votes per share and is convertible into two (2) shares of our common stock, only in connection with a bona fide transfer to a third party pursuant to Rule 144. Until the time we are able to uplist to a national securities exchange, the Series AA Preferred Stock benefits from certain protective provisions that, for example, require us to obtain the approval of a majority of the shares of outstanding Series AA Preferred Stock, voting as a separate class, before undertaking certain matters. As a result of the Merger, fuboTV, a leading live TV streaming platform for sports, news, and entertainment, became a wholly-owned subsidiary of the Company. Before the Merger, Facebank Group was and continues to be a character-based virtual entertainment company, and a leading developer of digital human likeness for celebrities, focused on applications in traditional entertainment, sports entertainment, live events, social networking, mixed reality (AR/VR) and artificial intelligence. Following the Merger, we operate our business under the name “fuboTV” and we are in the process of changing the name of FaceBank Group, Inc. to fuboTV Inc. On May 1, 2020, the Company’s trading symbol was changed to “FUBO.” Unless the context otherwise requires, “we,” “us,” “our,” and the “Company” refers to FaceBank and its subsidiaries on a consolidated basis, and fuboTV Pre-Merger refers to fuboTV Inc. prior to the Merger. In connection with the Merger, on March 11, 2020, FaceBank and HLEE Finance S.a r.l. (“HLEE”) entered into a Credit Agreement, dated as of March 11, 2020, pursuant to which HLEE provided FaceBank with a $100,000,000 revolving line of credit (the “Credit Facility”). The Credit Facility is secured by substantially all the assets of FaceBank. As of August 10, 2020, there are no amounts outstanding under the Credit Facility, and the Company does not intend to draw down on this Credit Facility. See Note 9 of the Notes to the Unaudited Condensed Consolidated Financial Statements for more information about the Credit Facility. On March 19, 2020, FaceBank, Merger Sub, Evolution AI Corporation (“EAI”) and Pulse Evolution Corporation (“PEC” and collectively with EAI, Merger Sub and FaceBank, the “Initial Borrower”) and FB Loan Series I, LLC (“FB Loan”) entered into a Note Purchase Agreement (the “Note Purchase Agreement”), pursuant to which the Initial Borrower sold to FB Loan senior secured promissory notes in an aggregate principal amount of $10,050,000 (the “Senior Notes”). The Company received proceeds of $7.4 million, net of an original issue discount of $2.65 million. In connection with the FB Loan, FaceBank, fuboTV and certain of their respective subsidiaries granted a lien on substantially of their assets to secure the obligations under the Senior Notes. See Note 9 of the Notes to the Unaudited Condensed Consolidated Financial Statements for more information about the Note Purchase Agreement. Prior to the Merger, fuboTV Pre-Merger and its subsidiaries were party to a Credit and Guaranty Agreement, dated as of April 6, 2018 (the “AMC Agreement”), with AMC Networks Ventures LLC as lender, administrative agent and collateral agent (“AMC Networks Ventures”). fuboTV Pre-Merger previously granted AMC Networks Ventures a lien on substantially all of its assets to secure its obligations thereunder. The AMC Agreement survived the Merger and, as of the Effective Time, there was $23.6 million outstanding under the AMC Agreement, net of debt issuance costs. In connection with the Merger, FaceBank guaranteed the obligations of fuboTV under the AMC Agreement on an unsecured basis. The liens of AMC Networks Ventures on the assets of fuboTV are senior to the liens in favor of FB Loan and FaceBank securing the Senior Notes. Nature of Business The Company is a leading digital entertainment company, combining fuboTV Pre-Merger’s direct-to-consumer live TV streaming, or vMVPD, platform with FaceBank Pre-Merger’s technology-driven IP in sports, movies and live performances. We expect that this business combination will create a content delivery platform for traditional and future-form IP. We plan to leverage FaceBank’ IP sharing relationships with leading celebrities and other digital technologies to enhance its already robust sports and entertainment offerings. Since the Merger, while we continue our previous business operations, we are principally focused on offering consumers a leading live TV streaming platform for sports, news and entertainment through fuboTV. fuboTV revenues are almost entirely derived from the sale of subscription services and advertising in the United States, though fuboTV has started to assess expansion opportunities into international markets, with operations in Canada and the launch in late 2018 of its first ex-North America offering of streaming entertainment, to consumers in Spain. Our subscription-based services are offered to consumers who can sign-up for accounts at https://fubo.tv, through which we provide basic plans with the flexibility for consumers to purchase the add-ons and features best suited for them. Besides the website, consumers can also sign-up via some TV-connected devices. The fuboTV platform provides, what we believe to be, a superior viewer experience, with a broad suite of unique features and personalization capabilities such as multi-channel viewing capabilities, favorites lists and a dynamic recommendation engine as well as 4K streaming and Cloud DVR offerings. | Note 1 – Organization, Nature of Business and Basis of Presentation Overview FaceBank Group, Inc. was incorporated under the laws of the State of Florida in February 2009 under the name York Entertainment, Inc. On September 30, 2019, the Company’s name was changed to FaceBank Group, Inc. On April 1, 2020, FaceBank effected a merger (the “Merger”) pursuant to which fuboTV Inc., a Delaware corporation and a leading live TV streaming platform for sports, news and entertainment, became a wholly owned subsidiary of the Company. On May 1, 2020, the Company’s trading symbol was changed to FUBO. Before the Merger, Facebank Group was and continues to be a character-based virtual entertainment company, and a leading developer of digital human likeness for celebrities, focused on applications in traditional entertainment, sports entertainment, live events, social networking, mixed reality (AR/VR) and artificial intelligence. Facebank Group is positioned as a technology driven, intellectual property company with significant revenue participations in the digital likeness of leading celebrities and character-based entertainment properties. Following the Merger, we operate our business under the name “fuboTV” and we are in the process of changing the name of FaceBank Group, Inc. to fuboTV Inc. Nature of Business The Company is a leading digital entertainment company, combining fuboTV’s direct-to-consumer live TV streaming platform with FaceBank’s technology-driven IP in sports, movies and live performances. This business combination, operating as fuboTV Inc., will create a content delivery platform for traditional and future-form IP. fuboTV plans to leverage FaceBank’s IP sharing relationships with leading celebrities and other digital technologies to enhance its already robust sports and entertainment offerings. Since the Merger, while we continue our previous business operations, we are principally focused on offering consumers a leading live TV streaming platform for sports, news and entertainment through fuboTV. fuboTV revenues are almost entirely derived from the sale of subscription services and advertising in the United States, though fuboTV has started to assess expansion opportunities into international markets, with operations in Canada and the launch in late 2018 of its first ex-North America offering of streaming entertainment, to consumers in Spain. Our subscription-based services are offered to consumers who can sign-up for accounts at https:// fubo.tv Reverse Stock Split and Increase in Authorized Share Capital On January 9, 2019, the Company amended its certificate of incorporation to increase the authorized number of shares of its $0.0001 par value per share common stock to 400 million shares. The Company also effectuated a 1-for-30 reverse stock split of its common stock on February 28, 2019. All share and per share amounts for all periods presented are retroactively restated for the effect of the reverse stock split. All of the outstanding shares of Series X Preferred Stock also automatically converted into an aggregate of 15,000,000 shares of common stock on February 28, 2019. |
Restatement for Correction of a
Restatement for Correction of an Error (FaceBank Group, Inc. Pre-Merger) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
FaceBank Group, Inc Pre-Merger [Member] | ||
Restatement for Correction of an Error | Note 2 – Restatement for Correction of an Error In connection with the preparation of the Company’s condensed consolidated interim financial statements as of and for the quarter ended June 30, 2020, the Company identified an inadvertent error in the accounting for goodwill relating to the Company’s acquisition of Nexway and Facebank AG. Goodwill was inadvertently impaired at December 31, 2019. Upon further evaluation, the Company determined that goodwill amounting to $79.7 million should not have been impaired. Accordingly, the Company should have allocated $51.2 million towards the loss on deconsolidation of Nexway during the three months ended March 31, 2020, which would have resulted in a loss on deconsolidation of Nexway of $11.9 million. The Company is restating herein its previously issued condensed consolidated financial statements and the related disclosures for the three months ended March 31, 2020. In addition to the restatement of the financial statements, certain information within the following notes to the financial statements have been restated to reflect the correction of a misstatement discussed above as well as to add disclosure language as appropriate: Note 5 – Investments The financial statement misstatements reflected in did not impact cash flows from operations, investing, or financing activities in the Company’s consolidated statements of cash flows for any period previously presented. Comparison of restated financial statements to financial statements as previously reported The following tables compare the Company’s previously issued Consolidated Balance Sheets and Consolidated Statement of Operations as of and for the three months ended March 31, 2020 to the corresponding restated consolidated financial statements for those respective years. Restated consolidated balance sheets and consolidated statements of operations as of and for the three months ended March 31, 2020 are as follows: March 31, 2020 (unaudited) Effect of Restatement (unaudited) March 31, 2020 (unaudited) ASSETS Total current assets 10,211 - 10,211 - Deposits 24 - 24 Investment in Nexway at fair value 2,374 - 2,374 Financial assets at fair value 1,965 - 1,965 Intangible assets 111,459 - 111,459 Goodwill 148,054 28,541 176,595 Right-of-use assets 37 - 37 Total assets $ 274,124 $ 28,541 $ 302,665 - LIABILITIES AND STOCKHOLDERS’ EQUITY - Total current liabilities 41,601 - 41,601 Total liabilities 125,411 - 125,411 - COMMITMENTS AND CONTINGENCIES (Note 15) - - Series D Convertible Preferred stock, par value $0.0001, 2,000,000 shares authorized, 461,839 shares issued and outstanding as of March 31, 2020; aggregate liquidation preference of $463 as of March 31, 2020 463 - 463 - Stockholders’ equity: - Common stock par value $0.0001: 400,000,000 shares authorized; 32,307,663 shares issued and outstanding at March 31, 2020 3 - 3 Additional paid-in capital 270,397 - 270,397 Accumulated deficit (140,134 ) 28,541 (111,593 ) Non-controlling interest 17,984 - 17,984 Total stockholders’ equity 148,250 28,541 176,791 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY AND TEMPORARY EQUITY $ 274,124 $ 28,541 $ 302,665 For the Three Months Ended March 31, 2020 Effect of For the Three Months Ended Operating loss (18,128 ) - (18,128 ) - Other income (expense) - Interest expense and financing costs (2,581 ) - (2,581 ) Gain (loss) on deconsolidation of Neway 39,249 (51,168 ) (11,919 ) Loss of issuance of notes, bonds & warrants (24,053 ) - (24,053 ) Other expense (436 ) - (436 ) Change in fair value of warrant liability (366 ) - (366 ) Change in fair value of subsidiary warrant liability (15 ) - (15 ) Change in fair value of shares settled liability (180 ) - (180 ) Change in fair value of derivative liability 297 - 297 Total other income (expense) 11,915 (51,168 ) (39,253 ) Loss before income taxes (6,213 ) (51,168 ) (57,381 ) Income tax benefit (1,038 ) - (1,038 ) Net loss (5,175 ) (51,168 ) (56,343 ) Less: net loss attributable to non-controlling interest 873 - 873 Net loss attributable to controlling interest $ (4,302 ) $ (51,168) $ (55,470 ) Less: Deemed dividend - beneficial conversion feature on preferred stock (171 ) - (171 ) Net loss attributable to common stockholders $ (4,473 ) $ (51,168) $ (55,641 ) Net loss per share attributable to common stockholders Basic and diluted $ (0.15 ) $ (1.83 ) Weighted average shares outstanding: Basic and diluted 30,338,073 - 30,338,073 | Note 2 – Restatement for Correction of an Error In connection with the preparation of the Company’s condensed consolidated interim financial statements as of and for the quarter ended June 30, 2020, the Company identified an inadvertent error in the accounting for goodwill relating to the Company’s acquisition of Nexway. Goodwill was inadvertently impaired at December 31, 2019. Upon further evaluation, the Company determined that goodwill amounting to $79.7 million should not have been impaired. Accordingly, the Company is restating herein its previously issued consolidated financial statements and the related disclosures for the year ended December 31, 2019. In addition to the restatement of the financial statements, certain information within the following notes to the financial statements have been restated to reflect the correction of a misstatement discussed above as well as to add disclosure language as appropriate: Note 4 - Summary of Significant Accounting Policies Note 5 – Acquisitions Note 7 – Intangible Assets and Goodwill The financial statement misstatements reflected in the table below did not impact cash flows from operations, investing, or financing activities in the Company’s consolidated statements of cash flows for any period previously presented. Comparison of restated financial statements to financial statements as previously reported The following tables compare the Company’s previously issued Consolidated Balance Sheets and Consolidated Statement of Operations as of and for the year ended December 31, 2019 to the corresponding restated consolidated financial statements for that year end. Restated consolidated balance sheets and consolidated statements of operations as of and for the year ended December 31, 2019 are as follows: December 31, 2019 Effect of Restatement December 31, 2019 ASSETS Current assets Cash $ 7,624 $ - $ 7,624 Accounts receivable, net 8,904 - 8,904 Inventory 49 - 49 Prepaid expenses 1,396 - 1,396 Total current assets 17,973 - 17,973 - Property and equipment, net 335 - 335 Deposits 24 - 24 Financial assets at fair value 1,965 - 1,965 Intangible assets 116,646 - 116,646 Goodwill 148,054 79,709 227,763 Right-of-use assets 3,519 - 3,519 Total assets $ 288,516 $ 79,709 $ 368,225 - LIABILITIES AND STOCKHOLDERS’ EQUITY - Current liabilities - Accounts payable 36,373 - 36,373 Accrued expenses 20,402 - 20,402 Due to related parties 665 - 665 Note payable 4,090 - 4,090 Notes payable - related parties 368 - 368 Convertible notes, net of $710 and $456 discount as of December 31, 2019 and 2018, respectively 1,358 - 1,358 Convertible notes - related parties - - - Shares settled liability for intangible asset 1,000 - 1,000 Profit share liability 1,971 - 1,971 Warrant liability - subsidiary 24 - 24 Derivative liability 376 - 376 Current portion of lease liability 815 - 815 Total current liabilities 67,442 - 67,442 - Deferred income taxes 30,879 - 30,879 Other long-term liabilities 41 - 41 Lease liability 2,705 - 2,705 Long term borrowings 43,982 - 43,982 Total liabilities 145,049 - 145,049 - COMMITMENTS AND CONTINGENCIES (Note 15) - - Series D Convertible Preferred stock, par value $0.0001, 2,000,000 shares authorized, 461,839 shares issued and outstanding as of December 31, 2019; aggregate liquidation preference of $462 as of December 31, 2019 462 - 462 - Stockholders’ equity: - Series A Preferred stock, par value $0.0001, 5,000,000 shares authorized, 0 shares issued and outstanding as of December 31, 2019 and 2018, respectively - - - Series B Convertible Preferred stock, par value $0.0001, 1,000,000 shares authorized, 0 shares issued and outstanding as of December 31, 2019 and 2018, respectively - - - Series C Convertible Preferred stock, par value $0.0001, 41,000,000 shares authorized, 0 shares issued and outstanding as of December 31, 2019 and 2018, respectively - - - Series X Convertible Preferred stock, par value $0.0001, 1,000,000 shares authorized, 0 and 1,000,000 shares issued and outstanding as of December 31, 2019 and 2018, respectively - - - Common stock par value $0.0001: 400,000,000 shares authorized; 28,912,500 shares issued and 7,532,776 shares outstanding at December 31, 2019 and 2018, respectively 3 - 3 Additional paid-in capital 257,002 - 257,002 Accumulated deficit (135,832 ) 79,709 (56,123 ) Non-controlling interest 22,602 - 22,602 Accumulated other comprehensive loss (770 ) - (770 ) Total stockholders’ equity 143,005 79,709 222,714 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY AND TEMPORARY EQUITY $ 288,516 $ 79,709 $ 368,225 For the Year Ended December 31, 2019 Effect of For the Year Ended Revenues Revenues, net $ 4,271 $ - $ 4,271 Total revenues 4,271 - 4,271 Operating expenses - General and administrative 13,793 - 13,793 Amortization of intangible assets 20,682 - 20,682 Impairment of intangible assets 8,598 - 8,598 Impairment of goodwill 74,441 (74,441 ) - Depreciation 83 - 83 Total operating expenses 117,597 (74,441 ) 43,156 Operating loss (113,326 ) 74,441 (38,885 ) - Other income (expense) - Interest expense and financing costs (2,062 ) - (2,062 ) Gain on extinguishment of convertible notes - - - Loss on investments (13,549 ) 5,268 (8,281 ) Foreign currency loss (18 ) - (18 ) Other expense 726 - 726 Change in fair value of subsidiary warrant liability 4,504 - 4,504 Change in fair value of derivative liability 815 - 815 Change in fair value of Panda interests (198 ) - (198 ) Total other income (expense) (9,782 ) 5,268 (4,514 ) Loss before income taxes (123,108 ) 79,709 (43,399 ) Income tax benefit (5,272 ) - (5,272 ) Net loss (117,836 ) 79,709 (38,127 ) Less: net loss attributable to non-controlling interest 3,767 - 3,767 Net loss attributable to controlling interest $ (114,069 ) $ 79,709 $ (34,360 ) Less: Deemed dividend on Series D Preferred stock (9 ) - (9 ) Less: Deemed dividend - beneficial conversion feature on preferred stock (589 ) - (589 ) Net loss attributable to common stockholders $ (114,667 ) $ 79,709 $ (34,958 ) Other comprehensive income (loss) Foreign currency translation adjustment (770 ) - (770 ) Comprehensive loss $ (115,437 ) $ 79,709 $ (35,728 ) Net loss per share attributable to common stockholders Basic and diluted $ (5.15 ) $ (1.57 ) Weighted average shares outstanding: Basic and diluted 22,286,060 - 22,286,060 |
Liquidity, Going Concern and _2
Liquidity, Going Concern and Management Plans (FaceBank Group, Inc. Pre-Merger) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Liquidity, Going Concern and Management Plans | 2. Liquidity, Going Concern and Management Plans The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. The Company had cash and cash equivalents of $38.9 million, a working capital deficiency of $189.1 million and an accumulated deficit of $458.6 million as of September 30, 2020. The Company incurred a $404.1 million net loss for the nine months ended September 30, 2020. Since inception, the Company’s operations have been financed primarily through the sale of equity and debt securities. The Company has incurred losses from operations and negative cash flows from operating activities since inception and expects to continue to incur substantial losses as it continues to fully ramp up its operating activities. While we expect to continue incurring losses in the foreseeable future, we successfully raised $183 million in October 2020, net of offering expenses, through a public offering of our common stock. The proceeds from this offering provide us with the necessary liquidity to continue as a going concern for at least one year from the date these financial statements are issued. In addition to the foregoing, the Company cannot predict the long-term impact on its development timelines, revenue levels and its liquidity due to the worldwide spread of COVID-19. Based upon the Company’s current assessment, it does not expect the impact of the COVID-19 pandemic to materially impact the Company’s operations. However, the Company is continuing to assess the impact the spread of COVID-19 may have on its operations. | ||
FaceBank Group, Inc Pre-Merger [Member] | |||
Liquidity, Going Concern and Management Plans | Note 3 – Liquidity, Going Concern and Management Plans The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. The Company had cash of $0.1 million, a working capital deficiency of $31.4 million and an accumulated deficit of $111.6 million at March 31, 2020 and fuboTV had net loss of $173.7 million for the year ended December 31, 2019. The Company expects to continue incurring losses in the foreseeable future and will need to raise additional capital to fund its operations, meet its obligations in the ordinary course of business and execute its longer-term business plan. These obligations include liabilities assumed in acquisition that are in arrears and payable on demand. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date that these financial statements are issued. The unaudited condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s future capital requirements and the adequacy of its available funds will depend on many factors, including its ability to successfully attract and retain subscribers, develop new technologies that can compete in a rapidly changing market with many competitors and the need to enter into collaborations with other companies or acquire other companies or technologies to enhance or complement its product and service offerings. Management believes that the Company has access to capital resources through potential issuances of debt and equity securities. The ability of the Company to continue as a going concern is dependent on the Company’s ability to execute its strategy and raise additional funds. Management is currently seeking additional funds, primarily through the issuance of equity securities for cash, to operate its business. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of an equity financing. In addition to the foregoing, based on the Company’s current assessment, the Company does not expect any material impact on its long-term development timeline and its liquidity due to the worldwide spread of a novel strain of coronavirus (“COVID 19”). However, the Company is continuing to assess the effect on its operations by monitoring the spread of COVID-19 and the actions implemented to combat the virus throughout the world. | Note 3 - Liquidity, Going Concern and Management Plans The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. The Company has cash of $7.6 million, a working capital deficiency of $49.5 million and an accumulated deficit of $56.1 million at December 31, 2019. The Company incurred a net loss of $38.1 million and cash provided by its operating activities totaled $1.7 million for the year ended December 31, 2019. The Company expects to continue incurring losses in the foreseeable future and will need to raise additional capital to fund its operations, meet its obligations in the ordinary course of business and execute its longer-term business plan. These obligations include liabilities assumed in acquisition that are in arrears and payable on demand. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date that these financial statements are issued. The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s future capital requirements and the adequacy of its available funds will depend on many factors, including its ability to successfully commercialize its products and services, competing technological and market developments, and the need to enter into collaborations with other companies or acquire other companies or technologies to enhance or complement its product and service offerings. Management believes that the Company has access to capital resources through potential issuances of debt and equity securities. The ability of the Company to continue as a going concern is dependent on the Company’s ability to execute its strategy and raise additional funds. Management is currently seeking additional funds, primarily through the issuance of equity securities for cash, to operate its business. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in the case or equity financing. In addition to the foregoing, based on the Company’s current assessment, the Company does not expect any material impact on its long-term development timeline and its liquidity due to the worldwide spread of a novel strain of coronavirus (“COVID 19”). However, the Company is continuing to assess the effect on its operations by monitoring the spread of COVID-19 and the actions implemented to combat the virus throughout the world. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (FaceBank Group, Inc. Pre-Merger) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Principles of Consolidation and Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts, as of September 30, 2020, of the Company, its wholly-owned subsidiaries and its 99.7%-owned operating subsidiary EAI, which, until the Merger, was the Company’s principal operating subsidiary; inactive subsidiaries York Production LLC and York Production II LLC; wholly-owned subsidiaries Facebank AG, StockAccess Holdings SAS (“SAH”) and FBNK Finance Sarl (“FBNK Finance”); its 70.0% ownership in Highlight Finance Corp. (“HFC”); and its 76% ownership in Pulse Evolution Corporation (“PEC”). Subsequent to the Merger, fuboTV Pre-Merger became our wholly owned subsidiary. All inter-company balances and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments and events in the current period such as the Nexway deconsolidation and acquisition of fuboTV Pre-Merger, considered necessary for a fair presentation of such interim results. The results for the unaudited condensed consolidated statement of operations are not necessarily indicative of results to be expected for the year ending December 31, 2020 or for any future interim period. The unaudited condensed consolidated balance sheet as at December 31, 2019 has been derived from the audited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2019 and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on May 29, 2020, as amended on Form 10-K/A filed with the SEC on August 11, 2020 along with the consolidated financial statements for fuboTV Pre-Merger for the year ended December 31, 2019 and notes thereto included on Form 8-K/A filed with the SEC on June 17, 2020. Reclassifications For the three and nine months ended September 30, 2019, the Company has reclassified certain prior year amounts on the face of the financial statements in order to conform to the current year presentation. These reclassifications had no effect on the Company’s consolidated financial position, results of operations, or liquidity. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates. The significant estimates and assumptions include allocating the fair value of purchase consideration to assets acquired and liabilities assumed in business acquisitions, useful lives of property and equipment and intangible assets, recoverability of goodwill, long-lived assets, and investments, accruals for contingent liabilities, valuations of derivative liabilities, equity instruments issued in share-based payment arrangements and accounting for income taxes, including the valuation allowance on deferred tax assets. Significant Accounting Policies For a detailed discussion about the Company’s significant accounting policies, see the Company’s Annual Report on Form 10-K filed with the SEC on May 29, 2020, as amended on Form 10-K/A filed with the SEC on August 11, 2020. Segment and Reporting Unit Information Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. A committee consisting of the Company’s executives are determined to be the CODM. The CODM reviews financial information and makes resource allocation decisions between the fubo TV and Facebank pre-merger businesses. As such, the Company has two operating segments (fuboTV and Facebank) as of September 30, 2020. As of September 30, 2020, the Facebank operating segment had nominal operations. Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with remaining maturities at the date of purchase of three months or less to be cash equivalents, including balances held in the Company’s money market account. The Company also classifies amounts in transit from payment processors for customer credit card and debit card transactions as cash equivalents. Restricted cash primarily represents cash on deposit with financial institutions in support of a letter of credit outstanding in favor of the Company’s landlord for office space. The restricted cash balance has been excluded from the cash balance and is classified as restricted cash on the condensed consolidated balance sheets. The following table provides a reconciliation of cash, cash equivalents and restricted cash within the consolidated balance sheet that sum to the total of the same on the consolidated statement of cash flows: September 30, December 31, 2020 2019 Cash and cash equivalents $ 38,864 $ 7,624 Restricted cash 1,275 — Total cash, cash equivalents and restricted cash $ 40,139 $ 7,624 Certain Risks and Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of demand deposits. The Company maintains cash deposits with financial institutions that at times exceed applicable insurance limits. The majority of the Company’s software and computer systems utilizes data processing, storage capabilities and other services provided by Amazon Web Services, or AWS, which cannot be easily switched to another cloud service provider. As such, any disruption of the Company’s interference with AWS would adversely impact the Company’s operations and business. Fair Value of Financial Instruments The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurements. This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements, ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows: Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 — observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and Level 3 — assets and liabilities whose significant value drivers are unobservable. Accounts Receivable, net The Company records accounts receivable at the invoiced amount less an allowance for any potentially uncollectable accounts. The Company’s accounts receivable balance consists of amounts due from the sale of advertisements. In evaluating our ability to collect outstanding receivable balances, we consider many factors, including the age of the balance, collection history, and current economic trends. Bad debts are written off after all collection efforts have ceased. Based on the Company’s current and historical collection experience, management concluded that an allowance for doubtful accounts was not necessary as of September 30, 2020 or December 31, 2019. No individual customer accounted for more than 10% of revenue for the three and nine months ended September 30, 2020 and 2019. Four customers accounted for more than 10% of accounts receivable as of September 30, 2020. No customers accounted for more than 10% of accounts receivable as of December 31, 2019. Property and Equipment, net Property and equipment is stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are depreciated over the shorter of the lease term or the estimated useful life of the assets. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statements of operations and comprehensive loss in the period realized. Maintenance and repairs are expensed as incurred. Acquisitions and Business Combinations The Company allocates the fair value of purchase consideration issued in business combination transactions to the tangible assets acquired, liabilities assumed, and separately identified intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from: (a) acquired technology, (b) trademarks and trade names, and (c) customer relationships, useful lives, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. The allocation of the purchase consideration may remain preliminary as the Company gathers additional facts about the circumstances that existed as of the acquisition date during the measurement period. The measurement period shall not exceed one year from the acquisition date. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Revenue From Contracts With Customers The Company recognizes revenue from contracts with customers under ASC 606, Revenue from Contracts with Customers ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the company satisfies a performance obligation The Company generates revenue from the following sources: 1. Subscriptions – The Company sells various subscription plans through its website and third-party app stores. These subscription plans provide different levels of streamed content and functionality depending on the plan selected. Subscription fees are fixed and paid in advance by credit card on a monthly, quarterly or annual basis. A subscription customer executes a contract by agreeing to the Company’s terms of service. The Company considers the subscription contract legally enforceable once the customer has accepted terms of service and the Company has received credit card authorization from the customer’s credit card company. The terms of service allow customers to terminate the subscription at any time, however, in the event of termination, no prepaid subscription fees are refundable. The Company recognizes revenue when it satisfies a performance obligation by transferring control of the promised services to the customers, which is ratably over the subscription period. Upon the customer agreeing to the Company’s terms and conditions and authorization of the credit card, the customer simultaneously receives and consumes the benefits of the streamed content ratably throughout the term of the contract. Subscription services sold through third-party app stores are recorded gross in revenue with fees to the third-party app stores recorded in subscriber related expenses in the consolidated statement of operations. Management concluded that the customers are the end user of the subscription services sold by these third-party app stores. 2. Advertisements – The Company executes agreements with advertisers that want to display ads (“impressions”) within the streamed content. The Company enters into individual insertion orders (“IOs”) with advertisers, which specify the term of each ad campaign, the number of impressions to be delivered and the applicable rate to be charged. The Company invoices advertisers monthly for impressions actually delivered during the period. Each executed IO provides the terms and conditions agreed to in respect of each party’s obligations. The Company recognizes revenue at a point in time when it satisfies a performance obligation by transferring control of the promised services to the advertiser, which generally is when the advertisement has been displayed. 3. Software licenses, net – Revenue from the sale of software licenses are recognized as a single performance obligation at the point in time that the software license is delivered to the customer. The Company under its contracts is required to provide its customers with 30 days to return the license for a full refund, regardless of reason, and the Company will be provided a refund in full of its cost to sell the license. Therefore, for Nexway, the Company acts as an agent and recognizes revenue on a net basis. As a result of the deconsolidation of Nexway AG which was effective as of March 31, 2020, the Company no longer generates revenue from software licenses.(See Note 7) 4. Other – The Company has an annual contract to sub-license its rights to broadcast certain international sporting events to a third party. The Company recognizes revenue under this contract at a point in time when it satisfies a performance obligation by transferring control of the promised services to the third party, which generally is when the third party has access to the programming content. Subscriber Related Expenses Subscriber related expenses consist primarily of affiliate distribution rights and other distribution costs related to content streaming. The cost of affiliate distribution rights is generally incurred on a per subscriber basis and are recognized when the related programming is distributed to subscribers. The Company has certain arrangements whereby affiliate distribution rights are paid in advance or are subject to minimum guaranteed payments. An accrual is established when actual affiliate distribution costs are expected to fall short of the minimum guaranteed amounts. To the extent actual per subscriber fees do not exceed the minimum guaranteed amounts, the Company will expense the minimum guarantee in a manner reflective of the pattern of benefit provided by these subscriber related expenses, which approximates a straight-line basis over each minimum guarantee period within the arrangement. Subscriber related expenses also include credit card and payment processing fees for subscription revenue, customer service, certain employee compensation and benefits, cloud computing, streaming, and facility costs. The Company receives advertising spots from television networks for sale to advertisers as part of the affiliate distribution agreements. Broadcasting and Transmission Broadcasting and transmission expenses are charged to operations as incurred and consist primarily of the cost to acquire a signal, transcode, store, and retransmit it to the subscribers. Sales and Marketing Sales and marketing expenses consist primarily of payroll and related costs, benefits, rent and utilities, stock-based compensation, agency costs, advertising campaigns and branding initiatives. All sales and marketing costs are expensed as they are incurred. Advertising expense totaled $18.2 million and $22.7 million for the three and nine months ended September 30, 2020, respectively, and $0.1 million and $0.3 million in advertising expense was incurred for the three and nine months ended September 30, 2019, respectively. Technology and Development Technology and development expenses are charged to operations as incurred. Technology and development expenses consist primarily of payroll and related costs, benefits, rent and utilities, stock-based compensation, technical services, software expenses, and hosting expenses. General and Administrative General and administrative expenses consist primarily of payroll and related costs, benefits, rent and utilities, stock-based compensation, corporate insurance, office expenses, professional fees, as well as travel, meals, and entertainment costs. Net Loss Per Share Basic net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per common share excludes the potential impact of the Company’s convertible notes, convertible preferred stock, common stock options and warrants because their effect would be anti-dilutive. The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Basic loss per share: Net loss $ (274,117 ) $ (6,909 ) $ (404,064 ) $ (15,794 ) Less: net (loss) income attributable to non-controlling interest — (128 ) 1,555 2,653 Less: Deemed dividend - beneficial conversion feature on preferred stock — (6 ) — (6 ) Add: deemed dividend on Series D Preferred Stock — (379 ) — (379 ) Net loss attributable to common stockholders $ (274,117 ) $ (7,166 ) $ (402,509 ) $ (16,179 ) Shares used in computation: Weighted-average common shares outstanding 44,199,709 24,363,124 36,577,183 20,165,089 Basic and diluted loss per share $ (6.20 ) $ (0.29 ) $ (11.00 ) $ (0.80 The following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion would have been anti-dilutive: September 30, September 30, 2020 2019 Common stock purchase warrants 9,538,533 200,007 Series AA convertible preferred shares 64,648,724 - Series D convertible preferred shares - 455,233 Stock options 17,952,213 16,667 Convertible notes variable settlement feature - 609,491 Total 92,139,470 1,281,398 Recently Issued Accounting Standards In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses” In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company adopted this standard on January 1, 2020 and the adoption did not have a material impact on the condensed financial statements and related disclosures. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. This ASU is effective for annual reporting periods beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. This update permits the use of either the modified retrospective or fully retrospective method of transition. The Company is currently evaluating the impact this ASU will have on its condensed consolidated financial statements and related disclosures. | ||
FaceBank Group, Inc Pre-Merger [Member] | |||
Summary of Significant Accounting Policies | Note 4 – Summary of Significant Accounting Policies Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts, as of March 31, 2020, of the Company and its 99.7%-owned operating subsidiary EAI, which, until the Merger, was the Company’s principal operating subsidiary; inactive subsidiaries York Production LLC and York Production II LLC; wholly-owned subsidiaries Facebank AG, StockAccess Holdings SAS (“SAH”) and FBNK Finance Sarl (“FBNK Finance”); its 70.0% ownership in Highlight Finance Corp. (“HFC”); and its 76% ownership in Pulse Evolution Corporation (“PEC”). All significant inter-company balances and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments (except for the Nexway deconsolidation), considered necessary for a fair presentation of such interim results. The results for the unaudited condensed consolidated statement of operations are not necessarily indicative of results to be expected for the year ending December 31, 2020 or for any future interim period. The unaudited condensed consolidated balance sheet at December 31, 2019 has been derived from the audited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2019 and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on May 29, 2020. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The significant estimates and assumptions include allocating the fair value of purchase consideration issued in business acquisitions, useful lives of intangible assets, analysis of impairments of recorded intangible assets, accruals for potential liabilities, assumptions made in valuing derivative liabilities and assumptions made when estimating the fair value of equity instruments issued in share-based payment arrangements and fair value of equity method investees. Significant Accounting Policies For a detailed discussion about the Company’s significant accounting policies, see the Company’s Annual Report on Form 10-K filed with the SEC on May 29, 2020. Loss Per Share Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per . The following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion would have been anti-dilutive: March 31, March 31, 2020 2019 Common stock purchase warrants 200,007 200,007 Series D Preferred Stock shares 456,000 - Stock options 16,667 16,667 Convertible notes variable settlement feature 311,111 577,503 Total 983,785 794,177 Deferred Tax Liability The following is a rollforward of the Company’s deferred tax liability from January 1, 2020 to March 31, 2020 (in thousands): March 31, 2020 Beginning balance $ 30,879 Income tax benefit (associated with the amortization of intangible assets) (1,038 ) Deconsolidation of Nexway (1,162 ) Ending balance $ 28,679 Recently Issued Accounting Standards In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The amendments in ASU 2018-13 modify the disclosure requirements on fair value measurements based on the concepts in the Concepts Statement, including the consideration of costs and benefits. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The amendments are effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating ASU 2018-13 and its impact on its condensed consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its condensed consolidated financial statements and related disclosures. | Note 4 - Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its 99.7% owned principal operating subsidiary Evolution AI Corporation (“EAI”), 62.3% majority-owned operating subsidiary Nexway AG (“Nexway”), wholly-owned subsidiaries Facebank AG and StockAccess Holdings SAS (“SAH”), 70.0% majority-owned operating subsidiary Highlight Finance Corp. (“HFC”), inactive subsidiaries York Production LLC and York Production II LLC and its 68% majority owned subsidiary, Pulse Evolution Corporation (“PEC”). All inter-company balances and transactions have been eliminated in consolidation. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. These reclassifications have no impact on the previously reported financial position or results of operations. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The significant estimates and assumptions include allocating the fair value of purchase consideration issued in business acquisitions, useful lives of intangible assets, analysis of impairments of recorded intangible assets, accruals for potential liabilities, assumptions made in valuing derivative liabilities and assumptions made when estimating the fair value of equity instruments issued in share-based payment arrangements. Cash and Cash Equivalents The Company’s cash balances primarily consist of funds maintained at Nexway AG. The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. The Company does not have any cash equivalents as of December 31, 2019 and 2018. Nearly all of the cash held by the Company as of December 31, 2019 was held in banks in France and Germany. Under the EU banking directive of 94/19/EC, both Germany and France created insurance funds covering 100,000 EUR per account. The Company holds significant amounts of cash in excess of those insurance limits, however, the Company maintains its accounts at high quality financial institutions and to date has never experienced a loss. Fair Value Estimates The carrying amounts of the Company’s financial assets and liabilities, such as cash, other assets, accounts payable and accrued payroll, approximate their fair values because of the short maturity of these instruments. The carrying amounts of notes payable and convertible notes approximate their fair values due to the fact that the effective interest rates on these obligations are comparable to market interest rates for instruments of similar credit risk. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are reported at realizable value, net of allowances for contractual credits and doubtful accounts. The Company records allowances for doubtful accounts receivable based upon expected collectability. The reserve is generally established based upon an analysis of its aged receivables. Additionally, if necessary, a specific reserve for individual accounts is recorded when the Company becomes aware of a customer’s inability to meet its financial obligations, such as in the case of a bankruptcy filing or deterioration in the customer’s operating results or financial position. The Company also regularly reviews the allowance by considering factors such as historical collections experience, credit quality, age of the accounts receivable balance and current economic conditions that may affect a customer’s ability to pay. If actual bad debts differ from the reserves calculated, the Company records an adjustment to bad debt expense in the period in which the difference occurs. Concentrations For the year ended December 31, 2019 and 2018, no customer accounted for more than 10% of sales and accounts receivable. Vendor Concentration For the year ended December 31, 2019 the Company purchased approximately 47% of its licenses sold to customers from two vendors and those two vendors accounts for approximately 60% of accounts payable as of December 31, 2019. Property and Equipment Property and equipment, which principally consists of furniture and fixtures, are stated at cost, and are depreciated using the straight-line method over the estimated useful life of five years. Repairs and maintenance are expensed as incurred. Fair Value of Financial Instruments The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurements. This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements, ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows: Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 — observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and Level 3 — assets and liabilities whose significant value drivers are unobservable. Long-Term Investments As described in Note 6 to these consolidated financial statements, effective January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) 2016-01 and related ASU 2018-03 concerning recognition and measurement of financial assets and financial liabilities. In adopting this new guidance, the Company has made an accounting policy election to adopt an adjusted cost method measurement alternative for investments in equity securities without readily determinable fair values. For equity investments that are accounted for using the measurement alternative, the Company initially records equity investments that qualify for the measurement alternative at cost, but is required to adjust the carrying value of such equity investments through earnings when there is an observable transaction involving the same or a similar investment with the same issuer or upon an impairment. For equity investments that result in the Company having significant influence, but not control, of an entity, the Company applies the equity method of accounting. Loans for which the Company has the intent and ability to hold for the foreseeable future or until maturity are classified as held for investment and accounted for at cost, adjusted for unamortized premiums and discounts, net of allowance for loan losses. Impairment Testing of Long-Lived Assets The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. During the year ended December 31, 2019, the Company recorded impairment charges of approximately $8.6 million related to the intangible assets acquired with the Company’s acquisition of Nexway (See Note 5). Acquisitions and Business Combinations The Company allocates the fair value of purchase consideration issued in business combination transactions to the tangible assets acquired, liabilities assumed, and separately identified intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from, acquired technology, trade-marks and trade names, useful lives, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Goodwill The Company tests goodwill for impairment at the reporting unit level on an annual basis on December 31 for each fiscal year or more frequently if events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. The Company assesses qualitative factors to determine whether it is more likely than not that the fair value of a single reporting unit is less than its carrying amount under ASU No. 2017-04, Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment, issued by the FASB. If it is determined that the fair value is less than its carrying amount, the excess of the goodwill carrying amount over the implied fair value is recognized as an impairment loss. The Company tested goodwill for impairment as of December 31, 2019 and based on its review, goodwill was not impaired. There were no goodwill impairment charges recorded during the year ended December 31, 2018. Changes in economic and operating conditions and the impact of COVID-19 could result in goodwill impairment in future periods. Intangible Assets The Company’s intangible assets represent definite lived intangible assets, which are being amortized on a straight- line basis over their estimated useful lives as follows: Human animation technologies 7 years Trademark and trade names 7 years Animation and visual effects technologies 7 years Digital asset library 5-7 years Intellectual Property 7 years Customer relationships 11 years Convertible Instruments With Embedded Features The Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for in accordance with Topic 815 of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). The accounting treatment of derivative financial instruments requires that the Company record the conversion options and warrants at their fair values as of the inception date of the agreement and as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period conversion options, when bifurcated, are recorded as a discount to the host instrument and are amortized as interest expense over the life of the underlying instrument using the effective interest method. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. The Monte Carlo simulation model was used to estimate the fair value of the warrants that are classified as derivative liabilities on the consolidated balance sheets. The model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the warrants. Derivative Financial Instruments Derivative liabilities are recognized in the consolidated balance sheets at fair value based on the criteria specified in ASC Topic 815-15 – Derivatives and Hedging – Embedded Derivatives (“ASC 815-15”). The Company evaluates all of its financial instruments, including embedded conversion features in convertible debt and warrants, and unit investments that include the sale of a profits interest, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Monte Carlo simulation model was used to estimate the fair value of the embedded conversion features of the Company’s convertible notes that are classified as derivative liabilities on the consolidated balance sheets. The model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the convertible notes. Warrant Liability The Company accounts for common stock warrants with cash settlement features as liability instruments at fair value. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s consolidated statements of operations. The fair value of liabilities classified as warrants has been estimated using the Monte Carlo simulation model. Deferred Tax Liability The Company recognized $1.2 million of deferred tax liabilities related to its Facebank AG acquisition, and $0.5 million related to its Nexway acquisition during the year ended December 31, 2019. During the year ended December 31, 2019, the Company recognized a full impairment of the intangible assets acquired with its Nexway acquisition, and eliminated the related deferred tax liability. The Company recorded $36.9 million of deferred tax liabilities related to the EAI acquisition and $0.2 million related to the Namegames acquisition during the year ended December 31, 2018. The following is a rollforward of the Company’s deferred tax liability from January 1, 2019 to December 31, 2019 (in thousands): December 31, 2019 December 31, 2018 Beginning balance $ 35,000 $ - Evolution AI acquisition - 36,937 Namegames acquisition - 177 Facebank acquisition 1,151 - Nexway acquisition 450 - Impairment of Nexway intangible assets (450 ) - Income tax benefit (associated with the amortization of intangible assets) (5,272 ) (2,114 ) Ending balance $ 30,879 $ 35,000 Convertible Preferred Stock Preferred shares subject to mandatory redemption are classified as liability instruments and are measured at fair value. The Company classifies conditionally redeemable preferred shares, which includes preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control, as temporary equity (“mezzanine”) until such time as the conditions are removed or lapse. Non-Controlling Interest Non-controlling interest represents PEC stockholders who retained an aggregate 32% interest in that entity following the Company acquisition of EAI. Non-controlling interest is adjusted for the non-controlling interest holders’ proportionate share of the earnings or losses even if loss allocations result in a deficit non-controlling interest balance. Sequencing On July 30, 2019, the Company adopted a sequencing policy under ASC 815-40-35 whereby in the event that reclassification of contracts from equity to assets or liabilities is necessary pursuant to ASC 815 due to the Company’s inability to demonstrate it has sufficient authorized shares as a result of certain securities with a potentially indeterminable number of shares, shares will be allocated on the basis of the earliest issuance date of potentially dilutive instruments, with the earliest grants receiving the first allocation of shares. Pursuant to ASC 815, issuance of securities to the Company’s employees or directors are not subject to the sequencing policy. Leases Effective January 1, 2019, the Company accounts for its leases under ASC 842, Leases In calculating the right of use asset and lease liability, the Company elects to combine lease and non-lease components. The Company excludes short-term leases having initial terms of 12 months or less, if any, from the new guidance as an accounting policy election, and recognizes rent expense on a straight-line basis over the lease term. The Company continues to account for leases in the prior period financial statements under ASC Topic 840. Revenue From Contracts With Customers The Company recognizes revenue from contracts with customers under ASC 606, Revenue from Contracts with Customers ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the company satisfies a performance obligation The Company recognized net revenues from contracts with customers of approximately $4.3 million during the year ended December 31, 2019, primarily from the sale of software licenses. Revenue from the sale of software licenses are recognized as a single performance obligation at the point in time that the software license is delivered to the customer. The Company under its contracts is required to provide its customers with 30 days to return the license for a full refund, regardless of reason, and the Company will be provided a refund in full of its cost to sell the license. Therefore, for Nexway, the Company acts as an agent and recognizes revenue on a net basis. The following presents our revenues from contracts disaggregated by major business activity (in thousands): Year Ended December 31, 2019 Nexway eCommerce Solutions $ 3,359 Nexway Academics 912 Total $ 4,271 Stock-Based Compensation The Company accounts for share-based payment awards exchanged for services at the estimated grant date fair value of the award. Stock options issued under the Company’s long-term incentive plans are granted with an exercise price equal to no less than the market price of the Company’s stock at the date of grant and expire up to ten years from the date of grant. These options generally vest on the grant date or over a one- year period. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. Expected Term Expected Volatility Risk-Free Interest Rate Expected Dividend Effective January 1, 2017, the Company elected to account for forfeited awards as they occur, as permitted by Accounting Standards Update (“ASU”) 2016-09. Ultimately, the actual expenses recognized over the vesting period will be for those shares that vested. Prior to making this election, the Company estimated a forfeiture rate for awards at 0%, as the Company did not have a significant history of forfeitures. Income Taxes The Company accounts for income taxes under the asset and liability method, in which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is required to the extent any deferred tax assets may not be realizable. ASC Topic 740, Income Taxes, (“ASC 740”), also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s consolidated financial statements. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in material changes to its financial position. (Loss)/ Income Per Share Basic (loss) income per share is computed by dividing net (loss) income available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted (loss) income per share reflects the potential dilution, using the treasury stock method that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the (loss) income of the Company. In computing diluted (loss) income per share, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase common stock at the average market price during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants. The following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion would have been anti-dilutive: December 31, 2019 2018 Common stock purchase warrants 200,007 7 Series D convertible preferred shares 461,839 - Series X convertible preferred shares - 15,000,000 Stock options 16,667 16,667 Convertible notes variable settlement feature 190,096 196,243 Total 868,609 15,212,917 Foreign Currency Translation and Transactions Assets and liabilities of foreign subsidiaries having non-U.S. dollar functional currencies are translated at exchange rates at the end of a period. Revenues and expenses are translated at average exchange rates during the period. The gains or losses resulting from translating foreign currency financial statements into U.S. dollars, net of taxes, if any, are reported as a separate component of Accumulated Other comprehensive income (loss) within stockholders’ equity. Gains or losses resulting from foreign currency transactions are included in Other income (expense) in the Company’s Consolidated Statements of Operations. Segment Reporting The Company has only one operating segment and reporting unit. The Company defines its segments as those business units whose operating results are regularly reviewed by the chief operating decision maker (“CODM”) to analyze performance and allocate resources. The Company’s CODM is its Chief Executive Officer. As of and for the year ended December 31, 2019, the CODM only reviews consolidated results to analyze performance and allocate resources. Revenues, classified by the major geographic areas in which our customers were located, were as follows (in thousands): Revenues Europe $ 4,049 United States 222 Total $ 4,271 Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU’) 2016-02, Leases (Topic 842) Leases (Topic 840) Leases (Topic 842) Land Easement Practical Expedient for Transition to Topic 842 In July 2017, the FASB has issued a two-part ASU No. 2017-11, (i) Accounting for Certain Financial Instruments with Down Round Features Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers Principal versus Agent Considerations (Reporting Revenue Gross versus Net) Identifying Performance Obligations and Licensing Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers Narrow Scope Improvements and Practical Expedients Revenue from Contracts with Customers In April 2016, the FASB issued ASU 2016-10 to clarify the implementation guidance on licensing and the identification of performance obligations consideration included in ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which is also known as ASC 606, was issued in May 2014 and outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. In March 2016, the FASB issued ASU 2016-08 to provide amendments to clarify the implementation guidance on principal versus agent considerations. The Company implemented the standard on the effective date of January 1, 2018 on a modified retrospective basis to contracts which were not completed as of this date. Adoption of this standard did not have a material impact on the Company’s consolidated financial statements as the Company did not have a material amount of revenue. In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805) Clarifying the Definition of a Business” The amendments in this ASU clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. Early adoption is permitted, including for interim or annual periods for which the financial statements have not been issued or made available for issuance. The Company adopted this guidance as of January 1, 2018. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment On June 20, 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 is intended to reduce cost and complexity and to improve financial reporting for share-based payments to nonemployees (for example, service providers, external legal counsel, suppliers, etc.). Under the new standard, companies will no longer be required to value non-employee awards differently from employee awards. Meaning that companies will value all equity classified awards at their grant date under ASC 718 and forgo revaluing the award after this date. The Company has chosen to early adopt this standard as of January 1, 2018. Recently Issued Accounting Standards In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The amendments in ASU 2018-13 modify the disclosure requirements on fair value measurements based on the concepts in the Concepts Statement, including the consideration of costs and benefits. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The amendments are effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating ASU 2018-13 and its impact on its consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. |
Acquisitions (FaceBank Group, I
Acquisitions (FaceBank Group, Inc. Pre-Merger) (10-K) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Acquisitions | 4. Acquisitions On April 1, 2020, we completed the Merger, as described in Note 1. In accordance with the terms of the Merger Agreement, all of the capital stock of fuboTV Pre-Merger was converted, at a stock exchange ratio of 1.82, into the right to receive 32,324,362 shares of Series AA Convertible Preferred Stock, a newly-created class of our Preferred Stock. Pursuant to the Series AA Certificate of Designation, each share of Series AA Convertible Preferred Stock is convertible into two shares of the Company’s common stock only in connection with the sale of such shares on an arms’-length basis either pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act or pursuant to an effective registration statement under the Securities Act. As of September 30, 2020, 31,611,147 shares of Series AA Convertible Preferred Stock were issued. In addition, each outstanding option to purchase shares of common stock of fuboTV Pre-Merger was assumed by FaceBank Pre-Merger and converted into options to acquire FaceBank Pre-Merger’s common stock at a stock exchange ratio of 3.64. In accordance with the terms of the Merger Agreement, the Company assumed 8,051,098 stock options issued and outstanding under the fuboTV Pre-Merger’s 2015 Equity Incentive Plan (the “2015 Plan”) with a weighted-average exercise price of $1.32 per share. From and after the Effective Time, such options may be exercised for shares of the Company’s common stock under the terms of the 2015 Plan. The preliminary purchase price for the merger was determined to be $576.1 million, which consists of (i) $530.1 million market value ($8.20 per share stock price of the Company as of April 1, 2020) of 64.6 million common shares, (ii) $36.0 million related to the fair value of outstanding options vested prior to the Merger and (iii) $10.0 million related to the effective settlement of a preexisting loan receivable from fuboTV Pre-Merger. No gain or loss was recognized on the settlement as the loan was effectively settled at the recorded amount. Transaction costs of $0.9 million were expensed as incurred. The Company accounted for the Merger as a business combination under the acquisition method of accounting. FaceBank Pre-Merger was determined to be the accounting acquirer based upon the terms of the Merger Agreement and other factors including: (i) FaceBank Pre-Merger’s stockholders owned approximately 57% of the voting common shares of the combined company immediately following the closing of the Merger (54% assuming the exercise of all vested stock options as of the closing of the transaction) and (ii) directors appointed by FaceBank Pre-Merger would hold a majority of board seats in the combined company. The following table presents a preliminary allocation of the purchase price to the net assets acquired, inclusive of intangible assets, with the excess fair value recorded to goodwill. The goodwill, which is not deductible for tax purposes, is attributable to the assembled workforce of fuboTV Pre-Merger, planned growth in new markets, and synergies expected to be achieved from the combined operations of FaceBank Pre-Merger and fuboTV Pre-Merger. The goodwill established will be included within a new fuboTV reporting unit. These estimates are provisional in nature and adjustments may be recorded in future periods as appraisals and other valuation reviews are finalized. During the nine months ended September 30, 2020, the Company continued finalizing its valuations of the assets acquired and liabilities assumed in the April 1, 2020 acquisition of fuboTV based on new information obtained about facts and circumstances that existed as of the acquisition date. During the three months ended September 30, 2020, the Company recorded preliminary measurement period adjustments, mainly to reduce its acquisition date goodwill by approximately $65.3 million and the corresponding net deferred tax liability based on an estimate of the realizability of deferred tax assets acquired in the merger and the resulting impact on the Company’s valuation allowance of its deferred tax assets. The Company is continuing to gather information about the realizability of its deferred tax assets and this initial estimate may be subject to change during the measurement period. Any necessary adjustments will be finalized within one year from the date of acquisition (in thousands). Fair Value Assets acquired: Cash and cash equivalents $ 8,040 Accounts receivable 5,831 Prepaid expenses and other current assets 976 Property & equipment 2,042 Restricted cash 1,333 Other noncurrent assets 397 Operating leases - right-of-use assets 5,395 Intangible assets 243,612 Deferred tax assets 252 Goodwill 493,847 Total assets acquired $ 761,725 Liabilities assumed Accounts payable $ 51,687 Accounts payable – due to related parties 14,811 Accrued expenses and other current liabilities 50,249 Accrued expenses and other current liabilities – due to related parties 30,913 Long term borrowings - current portion 5,625 Operating lease liabilities 5,395 Deferred revenue 8,809 Long-term debt, net of issuance costs 18,125 Total liabilities assumed $ 185,614 Net assets acquired $ 576,111 The fair values of the intangible assets acquired were determined using the income and cost approaches. The fair value measurements were primarily based on significant inputs that are not observable in the market and thus represent Level 3 measurements as defined in ASC 820. The relief from royalty method was used to value the software and technology and tradenames. The relief from royalty method is an application of the income method and estimates fair value for an asset based on the expected cost to license a similar asset from a third-party. Projected cash flows are discounted at a required rate of return that reflects the relative risk of achieving the cash flow and the time value of money. The cost approach, which estimates value by determining the current cost of replacing an asset with another of equivalent economic utility, was used for customer relationships. The cost to replace a given asset reflects the estimated reproduction or replacement cost for these customer related assets. The estimated useful lives and fair value of the intangible assets acquired are as follows (in thousands): Estimated (in Years) Fair Value Software and technology 9 $ 181,737 Customer relationships 2 23,678 Tradenames 9 38,197 Total $ 243,612 The deferred tax assets represent the deferred tax impact associated with the differences in book and tax basis, including incremental differences created from the preliminary purchase price allocation and acquired net operating losses. Deferred taxes associated with estimated fair value adjustments reflect an estimated blended federal and state tax rate, net of tax effects on state valuation allowances. For balance sheet purposes, where U.S. tax rates were used, rates were based on recently enacted U.S. tax law. The effective tax rate of the combined company could be significantly different (either higher or lower) depending on post-merger activities, including cash needs, the geographical mix of income, and changes in tax law. This determination is preliminary and subject to change based upon the final determination of the fair value of the acquired assets and assumed liabilities of fuboTV Pre-Merger. For the nine month period ended September 30, 2020, our condensed consolidated statement of operations included $112.7 million of revenues and a net loss of $274.1 million, which included non-cash goodwill and intangible asset impairment charges of $236.7 million for the legacy Facebank reporting unit, a $20.6 million benefit for income taxes associated with the legacy Facebank reporting unit and a $7.6 million gain on the sale of Facebank AG. Net loss attributable to common stockholders for the nine months ended September 30, 2020 reflects $1.2 million of interest expense associated with a short-term loan issued in connection with the Merger. The following unaudited pro forma consolidated results of operations assume that the acquisition of fuboTV Pre-Merger was completed as of January 1, 2019 (in thousands, except per share data). Nine months ended September 30 2020 2019 Total revenues $ 163,716 $ 99,321 Net loss attributable to common stockholders $ (448,412 ) $ (164,303 ) Pro forma data may not be indicative of the results that would have been obtained had these events occurred at the beginning of the periods presented, nor is it intended to be a projection of future results. | ||
FaceBank Group, Inc Pre-Merger [Member] | |||
Acquisitions | Note 16 – Acquisition of fuboTV As described in Note 1, on April 1, 2020, we consummated the acquisition of Pre-Merger fuboTV by the merger of Merger Sub into fuboTV, whereby fuboTV continued as the surviving corporation and became a wholly-owned subsidiary of FaceBank pursuant to the terms of the Merger Agreement. In accordance with the terms of the Merger Agreement, all of the capital stock of fuboTV was converted into the right to receive 32,324,362 shares Series AA Preferred Stock, a newly-created class of stock. Pursuant to the Series AA Certificate of Designation, each share of Series AA Preferred Stock is convertible into two (2) shares of FaceBank’s common stock. In addition, each outstanding option to purchase shares of common stock of fuboTV was assumed by FaceBank and converted into an option to acquire FaceBank’s common stock. In addition, in accordance with the terms of the Merger Agreement, at the Effective Time the Company assumed 8,051,098 stock options issued and outstanding under the fuboTV Inc. 2015 Equity Incentive Plan (the “2015 Plan”) with a weighted-average exercise price of $1.32 per share. From and after the Effective Time, such options may be exercised for shares of FaceBank’s common stock under the terms of the 2015 Plan. The preliminary purchase price amounted to $596.1 million which represents the $529.7 market value ($8.20 per share as of April 1, 2020) of 64.6 million common shares plus the $66.4 million value of 8.1 million stock options on an as-converted basis. This preliminary purchase price excludes transaction costs. The Company will account for the Merger as a business combination under the acquisition method of accounting. As such, the purchase price will be allocated to the net assets acquired, inclusive of intangible assets, with any excess fair value recorded to goodwill. Since the closing date of the acquisition occurred subsequent to the end of the reporting period, the allocation of purchase price to the underlying net assets has not yet been completed. The Company will reflect the preliminary purchase price allocation in its consolidated financial statements for the year ending December 31, 2020. | Note 5 – Acquisitions EAI acquisition The EAI acquisition which occurred on August 8, 2018, was accounted for using acquisition method of accounting. The aggregate of the purchase price, plus net liabilities assumed was allocated to separately identifiable assets and the excess was recorded as goodwill. The preliminary allocation of the purchase price was based upon a valuation for which the estimates and assumptions are subject to change during the one-year measurement period, which ended August 7, 2019. During the year ended December 31, 2019, the Company recorded a measurement period adjustment to reduce acquisition date accrued expenses by $1.9 million, which resulted in a corresponding decrease to goodwill. In addition, during the year ended December 31, 2019, the Company recorded a lease settlement liability measurement period adjustment of $0.1 million which should have been accrued at the time of the acquisition. This lease settlement liability was settled during the first quarter of 2019 with the issuance of 18,935 shares (see Note 14). The Company allocated the purchase consideration to the fair value of the assets acquired and liabilities assumed as summarized in the table below (in thousands except for share and per share amounts): Fair Value Consideration Paid: Series X Convertible Preferred Stock (1,000,000 shares at a fair value of $211.50 per share) $ 211,500 Purchase Price Allocation: Property and equipment 22 Accounts payable (2,291 ) Accrued expenses (3,205 ) Notes payable (in default) (3,634 ) Warrant liability (4,437 ) Due to related parties and affiliates (295 ) Net liabilities assumed (13,840 ) Excess allocated to Human animation technologies 123,436 Trademark and trade names 7,746 Animation and visual effects technologies 6,016 Digital asset library 6,255 Intangible assets 143,453 Deferred tax liability (36,944 ) Non- controlling interest (29,224 ) Goodwill 148,055 Total Purchase Price $ 211,500 Proforma (Unaudited) The following unaudited pro forma financial information presents combined results of operations as if the acquisition of Evolution AI Corporation and Pulse Evolution Corporation had occurred on January 1, 2018: Year Ended Operating Revenues $ 294 Net (Loss) Income $ (15,142 ) Proforma EPS* - basic $ (0.78 ) Proforma EPS* - dilutive $ (0.78 ) *assumes Series X Preferred stock is converted into common stock Facebank AG acquisition On August 15, 2019, the Company acquired 100% of the issued and outstanding capital stock of Facebank AG in exchange for 2,500,000 shares of common stock, par value $0.0001 per share, of the Company. The acquisition was accounted for using the acquisition method accounting. The fair value of the Company’s common stock transferred as consideration in the acquisition was $19.95 million, which was determined using the closing Price of the Company’s stock as traded on the OTC. Facebank AG is a privately-owned Swiss holding company which, at the time of acquisition, owned a minority interest in Nexway AG, and had entered into a binding agreement to acquire an aggregate 62.3% majority interest in Nexway AG. On September 16, 2019, Facebank AG completed its acquisition of a majority interest in Nexway AG, which is further discussed below. Facebank AG also owns 100% of SAH, a French joint stock company and investor in the global luxury, entertainment and celebrity focused industries that directly or indirectly holds investments in multiple other subsidiaries. The acquisition of Facebank AG was considered immaterial as defined by ASC 805, Business Combinations Purchase Price Allocation The following table summarizes the preliminary allocation of the purchase price to the assets acquired and liabilities assumed for the Facebank AG acquisition (in thousands): Cash $ 329 Accounts receivable 3,709 Property and equipment 16 Investments 5,671 Financial assets as fair value 2,275 Intangible assets – customer relationships 2,241 Intangible assets – intellectual property 1,215 Intangible assets – trade names and trademarks 843 Goodwill 28,541 Accounts payable (64 ) Accrued expenses (802 ) Deferred taxes (1,161 ) Long-term borrowings (22,863 ) Stock purchase price $ 19,950 The liabilities assumed in the acquisition include long-term borrowings with an acquisition-date fair value of $22.9 million. SAH is the borrower under a EUR 20.0 million bond due March 31, 2014 and an interest rate of 7%. The principal amount outstanding under the borrowing was EUR 14.5 million and EUR 16.7 million at August 15, 2019 (acquisition date) and December 31, 2019, respectively. At August 15, 2019, SAH was also the borrower under a EUR 5.0 million term loan with Highlight Finance Corp. as the lender and an interest rate of 4.0%. The term loan was effectively settled as part of Facebank AG’s acquisition of Nexway AG and Highlight Finance Corp. on September 19, 2019 and is not outstanding at December 31, 2019. Refer to the following section for further discussion on the acquisition of Nexway AG and Highlight Finance Corp. Nexway AG Acquisition On September 16, 2019, Facebank AG, a wholly owned subsidiary of the Company, acquired 333,420 shares, or approximately 51%, of Nexway and 35,000 shares, or approximately 70%, of Highlight Finance Corp. (“HFC”) (the “Nexway AG Acquisition”). Prior to the acquisition, Facebank AG owned 74,130 shares of Nexway, representing approximately 11.3% of the outstanding common shares of Nexway. Nexway is a Karlsruhe-based and Germany-listed software and solutions company, which provides a subscription-based platform for the monetization of intellectual property, principally for entertainment, games and security software companies, through its proprietary merchant presence in 180 different countries. HFC is a British Virgin Islands company with a EUR 15.0 million term bond facility issued and outstanding. The acquisition was accounted for using the acquisition method accounting. The aggregate consideration of approximately ($5.3 million) equaled the sum of cash paid ($2.2 million), the fair value of bonds issued ($1.8 million), and the fair value of the Nexway shares previously owned by Facebank AG ($1.1 million), less the fair value of Facebank AG debt effectively settled as a result of the acquisition ($10.4 million). Goodwill related to the Nexway AG Acquisition is not deductible for tax purposes. The Company did not apply pushdown accounting to its acquisition of Nexway. Purchase Price Allocation The following table summarizes the preliminary allocation of the purchase price to the assets acquired, liabilities assumed and noncontrolling interest for the Nexway AG Acquisition (in thousands): Cash $ 4,152 Accounts receivable 12,900 Prepaid expenses 1,169 Inventory 61 Property and equipment 213 Intangible assets – customer relationships 2,241 Intangible assets – intellectual property 1,215 Intangible assets – trade names and trademarks 843 Goodwill 45,900 Right-of-use assets 3,594 Accounts payable (28,381 ) Accrued expenses (16,747 ) Current portion of lease liability (756 ) Deferred income taxes (450 ) Other long-term liabilities (193 ) Lease liability (2,838 ) Long-term borrowings (24,609 ) Noncontrolling interests (3,582 ) Consideration transferred $ (5,268 ) The liabilities assumed in the acquisition include long-term borrowings with an acquisition-date fair value of $24.6 million. Nexway AG is the borrower of EUR 12.0 million secured notes, of which EUR 7.5 million was outstanding upon the acquisition on September 19, 2019. The Nexway borrowing has a maturity date of September 8, 2023 and interest rate of 6.5%. HFC is the borrower under a EUR 15.0 million bond due April 30, 2024 and an interest rate of 4%. All of the HFC bond was outstanding as of September 19, 2019 and December 31, 2019. The negative consideration transferred noted above was included with goodwill as of December 31, 2019. The Company has determined that because of the continuing losses and poor financial condition of Nexway AG, that the intangible assets and goodwill acquired in the acquisition of Nexway AG were required to be impaired in full as of December 31, 2019. Proforma – Nexway AG The following unaudited pro forma financial information for the year ended December 31, 2019 and 2018 presents combined results of operations as if the Nexway AG Acquisition had occurred on January 1, 2018 (in thousands): Year Ended December 31, 2019 2018 Operating Revenues $ 14,928 $ 25,289 Net (Loss) Income $ (44,088 ) $ (9,763 ) Proforma EPS – basic and diluted $ (1.98 ) $ (2.18 ) |
Investments (FaceBank Group, In
Investments (FaceBank Group, Inc. Pre-Merger) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
FaceBank Group, Inc Pre-Merger [Member] | ||
Investments | Note 5 – Investments Nexway The Company had an equity investment of 62.3% in Nexway AG (“Nexway”), which it acquired on September 16, 2019. The equity investment in Nexway was a controlling financial interest and the Company consolidated its investment in Nexway under ASC 810, Consolidation. On March 31, 2020, the Company relinquished 20% of the total Nexway shareholder votes associated with its investment, which reduced the Company’s voting interest in Nexway to 37.6%. As a result of the Company’s loss of control in Nexway, the Company deconsolidated Nexway as of March 31, 2020 as it no longer has a controlling financial interest. As of March 31, 2020, the fair value of the Nexway shares owned by the Company is approximately $2.4 million, calculated as follows (dollars in thousands, except per share value): Price per share Euros € 5.28 Exchange rate 1.1032 Price per share USD $ 5.82 Nexway shares held by the Company 407,550 Fair value - investment in Nexway $ 2,374 The deconsolidation of Nexway resulted in a loss of approximately $11.9 million calculated as follows: Cash $ 5,776 Accounts receivable 9,831 Inventory 50 Prepaid expenses 164 Goodwill 51,168 Property and equipment, net 380 Right-of-use assets 3,594 Total assets $ 70,963 Less: Accounts payable 34,262 Accrued expenses 15,788 Lease liability 3,594 Deferred income taxes 1,161 Other liabilities 40 Total liabilities $ 54,845 Non-controlling interest 2,595 Foreign currency translation adjustment (770 ) Loss before fair value – investment in Nexway (14,293 ) Less: fair value of shares owned by Facebank 2,374 Loss on deconsolidation of Nexway $ 11,919 Panda Interests In March 2019, the Company entered into an agreement to finance and co-produce Broadway Asia’s theatrical production of DreamWorks’ Kung Fu Panda Spectacular Live at the Venetian Theatre in Macau, Hong Kong (“Macau Show”). The Company determined the fair value of the profits interest to be approximately $1.7 million as of the date of this transaction and $2.0 million as of March 31, 2020 and December 31, 2019. The table below summarizes the Company’s profits interest at March 31, 2020 and December 31, 2019 (in thousands except for unit and per unit information): Panda units granted 26.2 Fair value per unit on grant date $ 67,690 Grant date fair value $ 1,773 Change in fair value of Panda interests $ 198 Fair value at December 31, 2019 $ 1,971 Change in fair value of Panda interests - Fair value at March 31, 2020 $ 1,971 | Note 6 – Investments In March 2019, the Company entered into an agreement to finance and co-produce Broadway Asia’s theatrical production of DreamWorks’ Kung Fu Panda Spectacular Live at the Venetian Theatre in Macau, Hong Kong, currently scheduled to open in January 2020 (“Macau Show”). The agreement requires the Company to invest at least $2 million in Panda, in exchange for which the Company has received an equity interest in the production, billing credit as associate producer, and certain rights to participate in possible future productions of DreamWorks’ Kung Fu Panda property in similar theatrical productions. During the year ended December 31, 2019, the Company acquired an approximate 4% interest in Panda for $2.0 million. The Company has evaluated the guidance in ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, and elected to account for the investment using the measurement alternative as the equity securities are without a readily determinable fair value and do not give the Company significant influence over Panda. The measurement alternative at cost, less any impairment, plus or minus changes resulting from observable price changes. As of December 31, 2019, the Company paid $1.0 million to Panda. On October 24, 2019, the Company entered into an agreement with Panda and issued 175,000 shares of its common stock as satisfaction of the remaining $1.0 million obligation. On October 24, 2019, the fair value of the 175,000 shares was approximately $1.9 million or $10.96 per share, and the additional $0.9 million was recorded as stock-based compensation expense during the year ended December 31, 2019 . During the year ended December 31, 2019, the Company sold profits interests to accredited investors and received cash of $0.7 million. As part of this transaction, the Company also issued 209,050 common shares in connection with this transaction. As a result of this sale of the profits interest, the Company will potentially distribute approximately 5.2% of its proceeds received by the Company from the producer of the Macau Show. The Company allocated 100% of the amount of proceeds received from investors to the fair value of the profits interests based upon expected cash outflows on the Macau Shaw. The issuance of a profits interest meets the definition of a derivative in accordance with ASC 815, therefore, the Company will update the fair value of this profits interests on a quarterly basis and record any change in fair value as a component of other income (expense). The Company determined the fair value of the profits interest to be approximately $1.7 million as of the date of this transaction and $2.0 million as of December 31, 2019 (See Note 11). The table below summarizes the Company’s profits interest at December 31, 2019 (in thousands except for unit and per unit information): Panda units granted 26.2 Fair value per unit on grant date $ 67,690 Grant date fair value $ 1,773 Change in fair value of Panda interests $ 198 Fair value at December 31, 2019 $ 1,971 As part of its acquisition of Facebank AG on August 15, 2019, the Company acquired investments in Paddle8 consisting of common shares and a term loan. Paddle8 is an online auction house that connects buyers and sellers of fine art and collectibles across the internet. The common shares hold a 49% voting interest and 33% economic interest in Paddle8 and were assessed to have an acquisition date fair value of $-0-, which is the carrying value as of December 31, 2019. The Company will account for its investment in the common shares under the equity method of accounting. The Company intends to hold the term loan until maturity and will accounted for the term loan at amortized cost, net of any allowance for loan loss. As of December 31, 2019, the Company had fully impaired the loan due to concerns about the quality of the security interest held and the continuing losses and poor financial condition of Paddle8. In addition to the Paddle8 investment and loans, the Company also acquired through its acquisition of Nexway AG, an interest in a private partnership, Olma Funds, that holds equity interest in private companies in Europe. At the date of the acquisition, the investment fair value was determined to be approx. $1.8 million USD. The Company is treating this as the cost basis of the investment and does not re-value at fair value on a recurring basis, but retains the cost basis less any other than temporary impairments necessary. As of December 31, 2019, no impairments were deemed necessary. |
Intangible Assets (FaceBank Gro
Intangible Assets (FaceBank Group, Inc. Pre-Merger) | 3 Months Ended |
Mar. 31, 2020 | |
FaceBank Group, Inc Pre-Merger [Member] | |
Intangible Assets | Note 6 – Intangible Assets The table below summarizes the Company’s intangible assets at March 31, 2020 (in thousands): Useful Weighted Average March 31, 2020 Lives (Years) Remaining Life (Years) Intangible Assets Accumulated Amortization Net Balance Human animation technologies 7 6 $ 123,436 (29,054 ) $ 94,382 Trademark and trade names 7 6 7,746 (1,826 ) 5,920 Animation and visual effects technologies 7 6 6,016 (1,418 ) 4,598 Digital asset library 5-7 5.5 7,536 (1,610 ) 5,926 Intellectual Property 7 6 828 (195 ) 633 Total $ 145,562 $ (34,103 ) $ 111,459 Amortization expense for the three months ended March 31, 2020 and 2019 was $5.2 million in each period, respectively. The estimated future amortization expense associated with intangible assets is as follows (in thousands): Future Amortization 2020 $ 15,652 2021 20,868 2022 20,868 2023 20,868 2024 20,795 Thereafter 12,408 Total $ 111,459 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (FaceBank Group, Inc. Pre-Merger) (10-K) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Intangible Assets and Goodwill | 9. Intangible Assets and Goodwill The Facebank reporting unit was developed by the Company’s former CEO, John Textor. On July 31, 2020, Mr. Textor resigned as a member of the Board of Directors of the Company. Upon the Merger, Mr. Textor became Head of Studio of the Company and was to manage the legacy Facebank reporting unit, which included human animation and digital likeness technologies. Mr. Textor submitted his resignation as Head of Studio, which is effective October 30, 2020. As of September 30, 2020, Mr. Textor was not performing substantive services for the Company. Mr. Textor’s continuing involvement was integral for further development of the Facebank reporting unit, and therefore represents a triggering event to assess the carrying value of its goodwill and intangible assets underlying the Facebank reporting unit. The Company performed an impairment analysis of the Facebank goodwill and intangible assets and during the three and nine months ended September 30, 2020, the Company recorded an intangible asset impairment charge of approximately $88.1 million and goodwill impairment charge of $148.6 million. After these impairment charges the Facebank reporting unit had no allocated goodwill and intangible assets of $13.0 million. The following table represents the impairment charges recorded during the 3 rd Intangible assets $ 88,059 Goodwill $ 148,622 Total impairment expense $ 236,681 Intangible Assets The Company performed a valuation of its intangible assets of the Facebank reporting unit as of September 30, 2020. The Company determined that the carrying value of the intangible assets exceeded their fair value. During the three and nine months ended September 30, 2020, the Company recorded an impairment charge of approximately $88.1 million, which was approximately 88% of the carrying value at September 30, 2020. Based on the impairment analysis, it was determined that the useful lives of human animation technologies, trademark and tradenames, animation and visual effects technologies, and digital assets library were reduced from 7 years to 5 years. The table below summarizes the Company’s intangible assets at September 30, 2020 and December 31, 2019 (in thousands): Weighted September 30, 2020 Useful Remaining Intangible Intangible Accumulated Net Human animation technologies 5 5 $ 123,436 (79,884 ) (37,871 ) $ 5,681 Trademark and trade names 5 5 7,746 (3,903 ) (2,379 ) 1,464 Animation and visual effects technologies 5 5 6,016 (1,868 ) (1,848 ) 2,300 Digital asset library 5 5 7,536 (1,830 ) (2,185 ) 3,522 Intellectual Property 7 - 828 (574 ) (254 ) - Customer relationships 2 1.5 23,678 - (5,920 ) 17,758 fuboTV tradename 9 8.5 38,197 - (2,122 ) 36,075 Software and technology 9 8.5 181,737 - (10,097 ) 171,640 Total $ 389,174 $ (88,059 ) $ (62,676 ) $ 238,440 Weighted December 31, 2019 Useful Remaining Intangible Intangible Accumulated Net Human animation technologies 7 6 $ 123,436 $ — $ (24,646 ) $ 98,790 Trademark and trade names 7 6 9,432 (1,686 ) (1,549 ) 6,197 Animation and visual effects technologies 7 6 6,016 — (1,203 ) 4,813 Digital asset library 5-7 5.5 7,505 — (1,251 ) 6,254 Intellectual Property 7 6 3,258 (2,430 ) (236 ) 592 Customer relationships 11 11 4,482 (4,482 ) — — Total $ 154,129 $ (8,598 ) $ (28,885 ) $ 116,646 The Company recorded amortization expense of $14.3 million and $5.2 million during the three months ended September 30, 2020 and 2019, respectively, and $33.8 million and $15.5 million during the nine months ended September 30, 2020 and 2019, respectively. The estimated future amortization expense associated with intangible assets is as follows (in thousands): Future Amortization 2020 $ 9,731 2021 38,922 2022 30,043 2023 27,084 2024 27,010 Thereafter 105,650 Total $ 238,440 Goodwill Using the guidance of ASC 350-20 - Goodwill The following table is a summary of the changes to goodwill for the three and nine months ended September 30, 2020 (in thousands): Balance - December 31, 2019 $ 227,763 Deconsolidation of Nexway (51,168 ) Balance - March 31, 2020 $ 176,595 Acquisition of fuboTV 562,908 Less: transfer to asset held for sale (28,541 ) Balance - June 30, 2020 $ 710,962 Impairment expense (148,622 ) Measurement period adjustment on the fuboTV acquisition (68,493 ) Balance - September 30, 2020 $ 493,847 | |
FaceBank Group, Inc Pre-Merger [Member] | ||
Intangible Assets and Goodwill | Note 7 – Intangible Assets and Goodwill On July 31, 2019, the Company entered into a joint venture and revenue share agreement, called the Digital Likeness Development Agreement (the “Agreement”), among the Company, FaceBank, Inc., and professional boxing promoter and retired professional boxer, Floyd Mayweather, concerning the development of the hyper-realistic, computer generated ‘digital likeness’ of the face and body of Mr. Mayweather (“Virtual Mayweather”), for global exploitation in commercial applications. The Company is responsible for the advance funding of all technology and related costs. The Company paid an upfront cash fee of $250,000 and intended to issue share-based awards with an approximate fair value of $1,000,000 to Mr. Mayweather. The revenue earned from the agreement will initially be shared 50% to the Company and 50% to Mr. Mayweather, until the Company has recovered the advanced funding. Revenues earned subsequent the Company’s cost recovery will be shared 75% to Mr. Mayweather and 25% to the Company. The term of the agreement is from July 31, 2019 through July 31, 2024, unless extended by the parties. The Company also has an option to extend the Agreement, for an additional five-year term, based on performance. As of December 31, 2019, the Company has not issued the share-based awards and has recorded a shares settled liability of $1,000,000 on the accompanying consolidated balance sheet. The Company recorded an intangible asset of $1,250,000 in connection with Virtual Mayweather. The Company will amortize this intangible asset over a 5-year period. On January 25, 2020, the Company entered into an amended Digital Likeness Development Agreement with Floyd Mayweather (the “Amended Agreement”), which supersedes the Agreement dated July 31, 2019 (see Note 19). The Company recognized intangible assets during the period ended December 31, 2019 in connection with the Facebank AG Acquisition and the Nexway acquisition. Refer to Note 5 – Acquisition for further information on the Facebank AG Acquisition and the Nexway acquisition. The table below summarizes the Company’s intangible assets at December 31, 2019 and 2018 (in thousands): December 31, 2019 Useful Lives (Years) Weighted Average Remaining Life (Years) Intangible Assets Intangible Asset Impairment Accumulated Amortization Net Balance Human animation technologies 7 6 $ 123,436 $ - $ (24,646 ) $ 98,790 Trademark and trade names 7 6 9,432 (1,686 ) (1,549 ) 6,197 Animation and visual effects technologies 7 6 6,016 - (1,203 ) 4,813 Digital asset library 5-7 5.5 7,505 - (1,251 ) 6,254 Intellectual Property 7 6 3,258 (2,430 ) (236 ) 592 Customer relationships 11 11 4,482 (4,482 ) - - Total $ 154,129 $ (8,598 ) $ (28,885 ) $ 116,646 December 31, 2018 Useful Lives (Years) Weighted Intangible Assets Accumulated Amortization Net Human animation technologies 7 6.6 $ 123,436 $ (7,012 ) $ 116,424 Trademark and trade names 7 6.6 7,746 (443 ) 7,303 Animation and visual effects technologies 7 6.6 6,016 (344 ) 5,672 Digital likeness development 7 6.6 6,255 (357 ) 5,898 Intellectual Property 7 6.6 828 (47 ) 781 Total $ 144,281 $ (8,203 ) $ 136,078 The intangible assets are being amortized over their respective original useful lives, which range from 5 to 11 years. The Company recorded amortization expense related to the above intangible assets of approximately $21.0 million and $8.2 million for the years ended December 31, 2019 and 2018, respectively. As noted above in Footnote 5, the Company has fully impaired the intangible assets acquired in Nexway AG and Facebank AG business combinations as of December 31, 2019. There were no impairment charges recorded during the year ended December 31, 2018. The estimated future amortization expense associated with intangible assets is as follows (in thousands): Future 2020 $ 20,862 2021 20,862 2022 20,862 2023 20,862 2024 20,790 Thereafter 12,408 Total $ 116,646 Goodwill The following table is a summary of the changes to goodwill for the year ended December 31, 2019 (in thousands) (as restated): Balance - January 1, 2018 $ - Evolution AI Acquisition 149,975 Balance - December 31, 2018 149,975 Nexway Acquisition 51,168 Facebank AG Acquisition 28,541 Measurement period adjustment for EAI acquisition (1,921 ) Balance - December 31, 2019 $ 227,763 * The Company recorded a measurement period adjustment related to its EAI acquisition to reduce acquisition date accrued expenses by $1.9 million, which resulted in a corresponding decrease to goodwill. |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (FaceBank Group, Inc. Pre-Merger) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
FaceBank Group, Inc Pre-Merger [Member] | ||
Accounts Payable and Accrued Expenses | Note 7 – Accounts Payable and Accrued Expenses Accounts payable and accrued expenses as of March 31, 2020 and December 31, 2019 consist of the following (in thousands): March 31, December 31, 2020 2019 Suppliers $ - $ 37,508 Payroll taxes (in arrears) 1,308 1,308 Accrued compensation 2,124 3,649 Legal and professional fees 1,797 3,936 Accrued litigation loss 524 524 Taxes - 5,953 Other 1,990 3,897 Total $ 7,743 $ 56,775 | Note 8 – Accounts Payable and Accrued Expenses Accounts payable and accrued expenses as of December 31, 2019 and 2018 consist of the following (in thousands): December 31, 2019 December 31, 2018 Suppliers $ 37,508 $ - Payroll taxes (in arrears) 1,308 1,308 Accrued compensation 3,649 2,453 Legal and professional fees 3,936 1,952 Accrued litigation loss 524 524 Taxes (including value added) 5,953 - Other 3,897 2,098 Total $ 56,775 $ 8,335 |
Related Parties (FaceBank Group
Related Parties (FaceBank Group, Inc. Pre-Merger) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Related Parties | 12. Related Parties The following table represents amounts due to related parties as of September 30, 2020 and December 31, 2019 consist of the following (in thousands): September 30, December 31, 2020 2019 Affiliate fees $ 85,116 $ - Alexander Bafer, former Executive Chairman 458 20 John Textor, former Chief Executive Officer and affiliated companies 264 592 Other 9 53 Total $ 85,847 $ 665 The Company has entered into affiliate distribution agreements with CBS Corporation and related entities, New Univision Enterprises, LLC, AMC Network Ventures, LLC, Viacom International, Inc. and Discovery, Inc. and related entities which are holders of the Company’s convertible preferred stock. AMC Networks Ventures, LLC is also the lender to the senior secured loan (see Note 13). The aggregate affiliate distribution fees recorded to subscriber related expenses for related parties were $37.0 million and $60.1 million for the three and nine months ended September 30, 2020, respectively. There were no affiliate distribution fees for the three and nine months ended September 30, 2019. On July 31, 2020, Alexander Bafer resigned as a member of the Company’s Board of Directors and as an executive officer of the Company. On July 31, 2020, John Textor resigned as a member of the Board of Directors of the Company. The amounts due to Mr. Textor represent an unpaid compensation liability assumed in the acquisition of EAI. The amounts due to other related parties also represent financing obligations assumed in the acquisition of EAI. During the year ended December 31, 2019, the Company received a $300,000 advance (the “FaceBank Advance”) from FaceBank, Inc., a development stage company controlled by Mr. Textor. During the quarter ended March 31, 2020, the Company repaid the FaceBank Advance in full to FaceBank, Inc. No further amounts are due and payable by the Company under the FaceBank Advance. Notes Payable – Related Parties On August 8, 2018, the Company assumed a $172,000 note payable due to a relative of the then-Chief Executive Officer, John Textor. The note had a three-month roll-over provision, and different maturity and repayment amounts if not fully paid by its due date. The note bears interest at 18% per annum. The Company had accrued default interest for the additional liability in excess of the principal amount. Accrued interest and penalties as of December 31, 2019 was approximately $0.3 million, and was recognized as note payable – related parties on the accompanying condensed consolidated balance sheet. On August 3, 2020, the note maturity date was extended to December 31, 2020 and is no longer in default. On September 13, 2020, the note was amended to reduce the interest rate to 4% per annum retroactive to issuance date of the note. As of September 30, 2020 the principal balance and accrued interest totaled approximately $35,000. | ||
FaceBank Group, Inc Pre-Merger [Member] | |||
Related Parties | Note 8 – Related Parties Amounts owed to and due from related parties as of March 31, 2020 and December 31, 2019 consist of the following (in thousands): March 31, December 31, 2020 2019 Alexander Bafer, former Executive Chairman $ 20 $ 20 John Textor, former Chief Executive Officer and affiliated companies 292 592 Other (7 ) 53 Total $ 305 $ 665 Our former Chairman and current Director, Mr. Bafer, advanced an unsecured, non-interest-bearing loan to the Company which is payable on demand. The amounts due to John Textor, former Chief Executive Officer, Executive Chairman, Head of Studio and Director, represents an unpaid compensation liability assumed in the acquisition of EAI. The amounts due to other related parties also represent financing obligations assumed in the acquisition of EAI. Notes Payable – Related Parties On August 8, 2018, the Company assumed a $172,000 note payable due to a relative of the then-Chief Executive Officer, John Textor. The note has three-month roll-over provision and different maturity and repayment amounts if not fully paid by its due date and bears interest at 18% per annum. The Company has accrued default interest for additional liability in excess of the principal amount. The note is currently in default. Accrued interest as of March 31, 2020 and December 31, 2019 related to this note was $102,000 and $85,000, respectively. | Note 9 - Related Parties Amounts owed to related parties as of December 31, 2019 and 2018 consist of the following (in thousands): December 31, 2019 December 31, 2018 Alexander Bafer, Executive Chairman $ 20 $ 25 John Textor, Chief Executive Officer and affiliated companies 592 304 Other 53 69 Total $ 665 $ 398 Our Chairman, Mr. Bafer, advanced an unsecured, non-interest-bearing loan to the Company which is payable on demand. The amounts due to John Textor, Chief Executive Officer, represents an unpaid compensation liability assumed in the acquisition of EAI. The amounts due to other related parties also represent financing obligations assumed in the acquisition of EAI. During the year ended December 31, 2019, the Company received approximately $423,000 from related parties, including a $300,000 advance from FaceBank, Inc., a development stage company controlled by Mr. Textor, $56,000 from Mr. Bafer, $37,000 from Mr. Textor and $30,000 from other related parties. During the year ended December 31, 2019, the Company paid approximately $156,000 to related parties, including $56,000 to Mr. Bafer, $49,000 to Mr. Textor and $51,000 to other related parties. Notes Payable - Related Parties On August 8, 2018, the Company assumed a $172,000 note payable due to a relative of the CEO. The note has three-month roll-over provision and different maturity and repayment amounts if not fully paid by its due date and bears interest at 18% per annum. The Company has accrued default interest for additional liability in excess of the principal amount. The note is currently in default. Accrued interest as of December 31, 2019 and 2018 related to this note was $85,000 and $45,000, respectively. On May 22, 2019, the Company issued a non-convertible promissory note to replace its convertible promissory note, dated October 12, 2015, with its Chairman, Mr. Bafer. The note has a principal balance of $264,365, accrues interest at a rate of 8% per annum and matured on August 31, 2019. During the year ended December 31, 2019, Mr. Bafer was repaid $258,850 of the principal balance and approximately $46,160 of interest. As part of this transaction, the Company and Mr. Bafer agreed to transfer approx. $124,000 from his note balance to accrued payroll. |
Note Payable (FaceBank Group, I
Note Payable (FaceBank Group, Inc. Pre-Merger) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Note Payable | 13. Notes Payable Senior Secured Loan In April 2018, fuboTV pre-Merger entered into a senior secured term loan with AMC Networks Ventures, LLC (the “Term Loan”) with a principal amount of $25.0 million, bearing interest equal to LIBOR (London Interbank Offered Rate) plus 5.25% per annum and with scheduled principal payments beginning in 2020. The Company recorded this loan at its fair value of $23.8 million in connection with its acquisition of fuboTV Pre-Merger on April 1, 2020. The Company has made principal repayments of $2.5 million during the nine months ended September 30, 2020. As of September 30, 2020, the outstanding balance of the Term Loan is $21.3 million and is included in short-term and long-term borrowings on the accompanying condensed consolidated balance sheet. The Term Loan matures on April 6, 2023, has certain financial covenants and requires the Company to maintain a certain minimum subscriber level. The Company was in compliance with all covenants at September 30, 2020. Evolution AI Corporation The Company has recognized, through the accounting consolidation of EAI, a $2.7 million note payable bearing interest at the rate of 10% per annum that was due on October 1, 2018 (“EAI Note”). The cumulative accrued interest on the EAI Note amounts to $1.6 million. The EAI Note is currently in a default condition due to non-payment of principal and interest. The EAI Note relates to the acquisition of technology from parties who, as a result of the acquisition of EAI, own 15,000,000 shares of the Company’s common stock (after the conversion of 1,000,0000 shares of Series X Convertible Preferred Stock during the year ended December 31, 2019). The holders of the EAI Note have agreed not to declare the EAI Note in default and to forbear from exercising remedies which would otherwise be available in the event of a default, while the EAI Note continues to accrue interest. The Company is currently in negotiation with such holders to resolve the matter and the outstanding balance as of September 30, 2020, including interest and penalties, is $4.4 million. The balance of $4.4 million is included in notes payable, net of discount on the accompanying condensed consolidated balance sheet. FBNK Finance SarL On February 17, 2020, FBNK Finance issued EUR 50.0 million of bonds (or $56.1 million). There were 5,000 notes with a nominal value EUR 10,000 per note. The bonds were issued at par with 100% redemption price. The maturity date of the bonds is February 15, 2023 and the bonds have a 4.5% annual fixed rate of interest. Interest is payable semi-annually on August 15 and February 15. The majority of the proceeds was used for the redemption of the bonds issued by SAH, HFC and Nexway SAS. The bonds are unconditional and unsubordinated obligations of FBNK Finance. As part of this transaction, the Company recorded a loss of $11.1 million during the nine months ended September 30, 2020 which was recorded as loss extinguishment of debt on the accompanying condensed consolidated statement of operations. During the nine months ended September 30, 2020, the Company recorded a $1.0 million foreign exchange loss upon remeasurement to USD. During the quarter ended September 30, 2020, the Company sold its investment in FaceBank AG and Nexway and derecognized the carrying value of the bonds of $56.1 million (see Note 7). Credit and Security Agreement As described in Note 1, on March 11, 2020, the Company and HLEEF entered into the Credit Facility with HLEEF. The Credit Facility is secured by substantially all the assets of the Company. As of September 30, 2020, there were no amounts outstanding under the Credit Facility. On July 8, 2020, the Company entered into a Termination and Release Agreement with HLEE Finance to terminate the Credit Agreement. The Company did not draw down on the Credit Agreement during its term. Note Purchase Agreement As described in Note 1, on March 19, 2020, the Company and the other parties thereto entered into the Note Purchase Agreement, pursuant to which the Company sold to FB Loan the Senior Notes. In connection with the Company’s acquisition of fuboTV Pre-Merger, the proceeds of $7.4 million, net of an original issue discount of $2.7 million, were used to fund the advance to fuboTV Pre-Merger. Each Borrower’s obligations under the Senior Notes are secured by substantially all of the assets of each such Borrower pursuant to a Security Agreement, dated as of March 19, 2020, by and among Borrower and FB Loan (the “Security Agreement”). The Note Purchase Agreement contains customary affirmative and negative covenants, including covenants limiting the ability of the Borrower and its subsidiaries to, among other things, incur debt, grant liens, make certain restricted payments, make certain loans and other investments, undertake certain fundamental changes, enter into restrictive agreements, dispose of assets, and enter into transactions with affiliates, in each case, subject to limitations and exceptions set forth in the Note Purchase Agreement. The Note Purchase Agreement also contains customary events of default that include, among other things, certain payment defaults, cross defaults to other material obligations, covenant defaults, change of control defaults, judgment defaults, and bankruptcy and insolvency defaults. If an event of default exists, the lenders may require the immediate payment of all obligations under the Note Purchase Agreement, and may exercise certain other rights and remedies provided for under the Note Purchase Agreement, the Security Agreement, the other loan documents and applicable law. Interest on the Senior Notes shall accrue until full and final repayment of the principal amount of the Senior Note at a rate of 17.39% per annum. On the first business day of each calendar month in which the Senior Note is outstanding, beginning on April 1, 2020, Borrower shall pay in arrears in cash to FB Loan accrued interest on the outstanding principal amount of the Senior Note. The maturity date of the Senior Notes is the earlier to occur of (i) July 8, 2020 and (ii) the date the Borrower receives the proceeds of any financing. The Borrower may prepay or redeem the Senior Note in whole or in part without penalty or premium. In connection with the Note Purchase Agreement, the Company issued FB Loan a warrant to purchase 3,269,231 shares of its common stock at an exercise price of $5.00 per share (the “FB Loan Warrant”) and 900,000 shares of its common stock. The fair value of the warrant on the Senior Notes issuance date was approximately $15.6 million and is recorded as a warrant liability in the accompanying condensed consolidated balance sheet with subsequent changes in fair value recognized in earnings each reporting period (see Note 14). The fair value of the 900,000 common stock issued was based upon the closing price of the Company’s common stock as of March 19, 2020 (or $8.15 per share or $7.3 million). Since the fair value of the warrants and common stock exceeded the principal balance of the Senior Notes, the Company recorded a loss on issuance of the Senior Notes totaling $12.9 million and is reflected in the accompanying condensed consolidated statement of operations. The 900,000 shares were valued at $8.15 per share at March 19, 2020 and $7.5 million set forth on the balance sheet for shares settled payable for note payable reflects the fair value of 900,000 shares to be issued at $8.35 per share as of March 31, 2020. On April 28, 2020, these shares were issued at $10.00 per share. The Company recorded a change in fair value of shares settled payable of approximately $1.7 million during the nine months ended September 30, 2020, respectively. Pursuant to the Note Purchase Agreement, the Borrower agreed, among other things that (i) the Company shall file a registration statement with the Commission regarding the purchase and sale of 900,000 shares of the Company’s common stock issued to FB Loan in connection with the Note Purchase Agreement (the “Shares”) and any shares of capital stock issuable upon exercise of the FB Loan Warrant (the “Warrant Shares)”); and (ii) the Company shall have filed an application to list the Company’s Common Stock for trading on the NASDAQ exchange, on or before the date that is thirty (30) days following the closing date of the Note Purchase Agreement. Refer to the Amendments to the Note Purchase Agreements Amendments to the Note Purchase Agreement On April 21, 2020, the Company and the other parties to the Note Purchase Agreement entered into an Amendment to the Note Purchase Agreement to (i) extend the deadline for registration of the resale of the Shares and the Warrant Shares to May 25, 2020 and (ii) provide that in lieu of the obligation under the Note Purchase Agreement to apply to list on NASDAQ within thirty (30) days of March 19, 2020, the Company shall have initiated the process to list its capital stock on a national exchange on or before the date that is thirty (30) days following March 19, 2020. The Company has initiated this process. Subsequently, on May 28, 2020, the Company and the other parties to the Note Purchase Agreement entered into a Consent and Second Amendment to the Note Purchase Agreement (the “Second Amendment”), pursuant to which, among other things, FB Loan agreed to extend the deadline for registration for of the Shares and the Warrant Shares for resale to July 1, 2020. In addition: (i) FB Loan consented to the May 11, 2020 sale by the Company of capital stock for aggregate consideration in the amount of $7.5 million; and (ii) the provision requiring that following receipt by any loan party or any subsidiary of proceeds of any financing, the Borrower must prepay the Senior Note in an amount equal to 100% of the cash proceeds of such financing, was removed. On July 1, 2020, the Company and the other parties to the Note Purchase Agreement entered into a Third Amendment to Note Purchase Agreement (the “Third Amendment”), pursuant to which (i) the deadline for registration of the Shares and the Warrant Shares for resale was extended to July 8, 2020 and (ii) the deadline for the redemption of the Senior Notes by the Borrower was amended to be the earlier to occur of (y) July 8, 2020 and (z) the date the Borrower receives the proceeds of any financing. On August 3, 2020, pursuant to the Fourth Amendment to the Note Purchase Agreement (the “Fourth Amendment”), the Company agreed (i) to file a registration statement on Form S-1 (the “Registration Statement”) prior to August 7, 2020 that shall include the Shares, (ii) that within 91 days after the effective date of the Registration Statement, the Company shall file a registration statement with the Commission registering the Shares and the Warrant Shares, and (iii) that the Company shall have been approved to list its capital stock on a national exchange prior to the effective date of the Registration Statement. On July 3, 2020, the Company repaid $10.1 million related to the Note Purchase Agreement. Paycheck Protection Program Loan On April 21, 2020, the Company entered into a Promissory Note (the “PPP Note”) with JPMorgan Chase Bank, N.A. as the lender (the “Lender”), pursuant to which the Lender agreed to make a loan to the Company under the Paycheck Protection Program (the “PPP Loan”) offered by the U.S. Small Business Administration (the “SBA”) in a principal amount of $4.7 million pursuant to Title 1 of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The PPP Loan proceeds are available to be used to pay for payroll costs, including salaries, commissions, and similar compensation, group health care benefits, and paid leaves; rent; utilities; and interest on certain other outstanding debt. The Loan is subject to forgiveness to the extent proceeds are used for payroll costs, including payments required to continue group health care benefits, and certain rent, utility, and mortgage interest expenses (collectively, “Qualifying Expenses”), pursuant to the terms and limitations of the PPP. The Company used the Loan amount for Qualifying Expenses. However, no assurance is provided that the Company will obtain forgiveness of the Loan in whole or in part. The interest rate on the PPP Note is a fixed rate of 1% per annum. To the extent that the amounts owed under the PPP Loan, or a portion of them, are not forgiven, the Company will be required to make principal and interest payments in monthly installments beginning seven months from April 2020. The PPP Note matures in two years. The PPP Note includes events of default. Upon the occurrence of an event of default, the Lender will have the right to exercise remedies against the Company, including the right to require immediate payment of all amounts due under the PPP Note. The Company has recorded the principal balance of $4.7 million as $1.9 million of long-term borrowings and $2.8 million as long-term borrowings– current portion on the accompanying condensed consolidated balance sheet. Revenue Participation Agreement On May 15, 2020, the Company entered into a revenue participation agreement with Fundigo, LLC for $10.0 million (the “Purchase Price”). The Company received net proceeds of $9.5 million, net of an original issue discount of $0.5 million, in exchange for participation in all of the Company’s future accounts, contract rights, and other obligations arising from or relating to the payment of monies from the Company’s customers and/or third party payors (the “Revenues”), until an amount equal to 145% of the Purchase Price, or $14.5 million (the “Revenue Purchased Amount”). The repayment amount is reduced under the following circumstances. (i) If the Company pays $12.0 million of the Revenue Purchased Amount to Fundigo LLC before June 15, 2020, such payments shall constitute payment in full of the Revenue Purchased Amounts and no additional debits will be made. (ii) If the Company pays $13.0 million of the Revenue Purchased Amount to Fundigo LLC before July 4, 2020, such payments shall constitute payment in full of the Revenue Purchased Amounts and no additional debits will be made. The Company accounted for this agreement as a loan and as of September 30, 2020 the loan was repaid in full. Interest expense incurred on the loan was $3.1 million for the nine months ending September 30, 2020. Century Venture On May 15, 2020, the Company entered into a loan agreement (the “Loan”) with Century Venture, SA, receiving proceeds of $1.6 million to use for working capital and general corporate purposes. The Loan will bear interest at a rate of 8% per annum, payable in arrears on the 15th day of each month. In the event the Company fails to make a payment within ten (10) days after the due date, the Company shall pay interest on any overdue payment at the highest rate allowed by applicable law. All remaining unpaid principal together with interest accrued and unpaid shall be due and payable upon the earlier of (a) completion of any debt or equity financing of the Company, which results in proceeds of at least $50 million, or (b) May 14, 2021. As of September 30, 2020 the principal balance and accrued interest is approximately $1.6 million. On September 30, 2020, following negotiations with Century Venture, SA, the Company agreed to repay the Loan in full (inclusive of any interest, fees and penalties) owed under the Credit Agreement. The Company paid $1.6 million on October 2, 2020, the Credit Agreement and related Loan were automatically terminated. Credit Agreement On July 16, 2020, we entered into a Credit Agreement (the “Access Road Credit Agreement”) with Access Road Capital LLC (the “Lender”). Pursuant to the terms of the Access Road Credit Agreement, the Lender extended a term loan (the “Loan”) to us with a principal amount of $10.0 million. The Loan bears interest at a fixed rate of 13.0% per annum and matures on July 16, 2023. The Company repaid the loan in full on October 2, 2020. | ||
FaceBank Group, Inc Pre-Merger [Member] | |||
Note Payable | Note 9 - Notes Payable Evolution AI Corporation The Company has recorded, through the accounting consolidation of EAI, a $2.7 million note payable bearing interest at the rate of 10% per annum that was due on October 1, 2018. The cumulative accrued interest on the note amounts to $1.5 million. The note is currently in a default condition due to non-payment of principal and interest. The note relates to the acquisition of technology from parties who, as a result of the acquisition of EAI, own 15,000,000 shares of the Company’s common stock (after the conversion of 1,000,0000 shares of Series X Convertible Preferred Stock during the year ended December 31, 2019). Such holders have agreed not to declare the note in default and to forbear from exercising remedies which would otherwise be available in the event of a default, while the note continues to accrue interest. The Company is currently in negotiation with such holders to resolve the matter. FBNK Finance SarL On February 17, 2020, FBNK Finance issued EUR 50,000,000 of bonds (or $55.1 million as of March 31, 2020). There were 5,000 notes with a nominal value EUR 10,000 per note. The bonds were issued at par with 100% redemption price. The maturity date of the bonds is February 15, 2023 and the bonds have a 4.5% annual fixed rate of interest. Interest is payable semi-annually on August 15 and February 15 th Credit and Security Agreement As described in Note 1, on March 11, 2020, the Company and HLEEF entered into the Credit Agreement, pursuant to which HLEEF extended the Credit Facility to FaceBank. The Credit Facility is secured by substantially all the assets of FaceBank. As of August 10, 2020, there are no amounts outstanding under the Credit Facility, and the Company does not intend to draw down on this Credit Facility. As described in Note 1, in connection with the Credit Agreement, FaceBank and HLEEF entered into the HLEEF Security Agreement, pursuant to which FaceBank granted to HLEEF a security interest in all substantially all assets of FaceBank as security for the prompt and complete payment and performance of all of the obligations under the Credit Agreement and the related promissory note. The Credit Facility contains customary affirmative and negative covenants, including restrictions on the ability of FaceBank to incur indebtedness in excess of $50,000,000, subject to certain exceptions, to make loans in excess of $250,000 to directors or officers of FaceBank or to any subsidiary other than fuboTV, and to declare and pay any distributions, subject to certain exceptions. The Credit Facility also contains customary events of default that include, among other things, certain payment defaults, cross defaults to other material indebtedness, covenant defaults, change of control defaults, judgment defaults, and bankruptcy and insolvency defaults. If an event of default exists, the lenders may require the immediate payment of all obligations under the Credit Facility, and may exercise certain other rights and remedies provided for under the Credit Facility, the HLEEF Security Agreement, the other loan documents and applicable law. Note Purchase Agreement On March 19, 2020, the Initial Borrower and FB Loan entered into the Note Purchase Agreement, pursuant to which the Initial Borrower sold to FB Loan the Senior Notes. On April 2, 2020, fuboTV and Sports Rights Management, LLC, a Delaware limited liability company (“SRM”), also joined the Note Purchase Agreement as borrowers (fuboTV, SRM and the Initial Borrower, collectively, the “Borrower”). In connection with the Company’s acquisition of fuboTV, the proceeds of $7.4 million, net of an original issue discount of $2.65 million, were sent directly to fuboTV (see Note 16). Each Borrower’s obligations under the Senior Notes are secured by substantially all of the assets of each such Borrower pursuant to a Security Agreement, dated as of March 19, 2020, by and among Borrower and FB Loan (the “Security Agreement”). The Note Purchase Agreement contains customary affirmative and negative covenants, including covenants limiting the ability of the Borrower and its subsidiaries to, among other things, incur debt, grant liens, make certain restricted payments, make certain loans and other investments, undertake certain fundamental changes, enter into restrictive agreements, dispose of assets, and enter into transactions with affiliates, in each case, subject to limitations and exceptions set forth in the Note Purchase Agreement. The Note Purchase Agreement also contains customary events of default that include, among other things, certain payment defaults, cross defaults to other material obligations, covenant defaults, change of control defaults, judgment defaults, and bankruptcy and insolvency defaults. If an event of default exists, the lenders may require the immediate payment of all obligations under the Note Purchase Agreement, and may exercise certain other rights and remedies provided for under the Note Purchase Agreement, the Security Agreement, the other loan documents and applicable law. Interest on the Senior Notes shall accrue until full and final repayment of the principal amount of the Senior Note at a rate of 17.39% per annum. On the first business day of each calendar month in which the Senior Note is outstanding, beginning on April 1, 2020, Borrower shall pay in arrears in cash to FB Loan accrued interest on the outstanding principal amount of the Senior Note. The maturity date of the Senior Notes is the earlier to occur of (i) July 8, 2020 and (ii) the date the Borrower receives the proceeds of any financing. The Borrower may prepay or redeem the Senior Note in whole or in part without penalty or premium. In connection with the Note Purchase Agreement, the Company issued FB Loan a warrant to purchase 3,269,231 shares of its common stock at an exercise price of $5.00 per share (the “FB Loan Warrant”) and 900,000 shares of its common stock. The fair value of the warrant on the Senior Notes issuance date was approximately $15.6 million and is recorded as a warrant liability in the accompanying condensed consolidated balance sheet with subsequent changes in fair value recognized in earnings each reporting period (see Note 10). The fair value of the 900,000 common stock issued was based upon the closing price of the Company’s common stock as of March 19, 2020 (or $8.15 per share or $7.3 million). Since the fair value of the warrants and common stock exceeded the principal balance of the Senior Notes, the Company recorded a loss on issuance of the Senior Notes totaling $12.9 million and is reflected in the accompanying condensed consolidated statement of operations. The 900,000 shares were valued at $8.15 per share at March 19, 2020 and $7.5 million set forth on the balance sheet for shares settled payable for note payable reflects the fair value of 900,000 shares to be issued at $8.35 per share as of March 31, 2020. The Company recorded change in fair value of shares settled payable of $0.2 million during the three months ended March 31, 2020. The carrying value of the Senior Notes as of March 31, 2020 is comprised of the following: March 31, 2020 Principal value of Senior Note $ 10,050 Original issue discount (2,650 ) Discount resulting from allocation of proceeds to warrant liability (7,400 ) Amortization of discount 1,005 Net carrying value of Senior Note $ 1,005 Pursuant to the Note Purchase Agreement, the Borrower agreed, among other things that (i) FaceBank shall file a registration statement with the Commission regarding the purchase and sale of 900,000 shares of FaceBank’s common stock issued to FB Loan in connection with the Note Purchase Agreement (the “Shares”) and any shares of capital stock issuable upon exercise of the FB Loan Warrant (the “Warrant Shares)”); and (ii) FaceBank shall have filed an application to list FaceBank’s Common Stock for trading on the NASDAQ exchange, on or before the date that is thirty (30) days following the closing date of the Note Purchase Agreement. As of July 3, 2020, the Company had repaid the Senior Notes in full ($10.05 million) plus accrued interest. Amendments to the Note Purchase Agreement On April 21, 2020, the Company entered into an Amendment to the Note Purchase Agreement to (i) extend the deadline for registration of the resale of the Shares and the Warrant Shares to May 25, 2020 and (ii) provide that in lieu of the obligation under the Note Purchase Agreement to apply to list on NASDAQ within thirty (30) days of March 19, 2020, FaceBank shall have initiated the process to list its capital stock on a national exchange on or before the date that is thirty (30) days following March 19, 2020. Subsequently, on May 28, 2020, the Company and FB Loan entered into a Consent and Second Amendment to the Note Purchase Agreement (the “Second Amendment”), pursuant to which, among other things, FB Loan agreed to extend the deadline for registration for of the Shares and the Warrant Shares for resale to July 1, 2020. In addition: (i) FB Loan consented to the May 11, 2020 sale by the Company of capital stock for aggregate consideration in the amount of $7,409,045; and (ii) the provision requiring that following receipt by any loan party or any subsidiary of proceeds of any financing, the Borrower must prepay the Senior Note in an amount equal to 100% of the cash proceeds of such financing, was removed. Finally, on July 1, 2020, the Company and FB Loan entered into a Third Amendment to Note Purchase Agreement (the “Third Amendment”), pursuant to which (i) the deadline for registration of the Shares and the Warrant Shares for resale was extended to July 8, 2020 and (ii) the deadline for the redemption of the Senior Notes by the Borrower was amended to be the earlier to occur of (y) July 8, 2020 and (z) the date the Borrower receives the proceeds of any financing. Joinder Agreement and Guaranty Agreement On April 30, 2020, fuboTV and SRM entered into a joinder agreement (the “Joinder Agreement”) in favor of FB Loan in connection with the Note Purchase Agreement. The Joinder Agreement is effective as of April 2, 2020. Pursuant to the Joinder Agreement, (a) fuboTV joined the Note Purchase Agreement, became an issuer of notes and a borrower thereunder, assumed all obligations of the Borrower in connection therewith, and granted a lien on substantially all of its assets to secure its obligations under the Note Purchase Agreement and any notes issued pursuant thereto and (b) SRM guaranteed the obligations of the Borrower and fuboTV under the Note Purchase Agreement and any notes issued pursuant thereto and granted a security interest in substantially all of its assets to secure its guaranty obligations. On April 30, 2020, in connection with the Joinder Agreement, SRM entered into a guaranty agreement (the “Guaranty Agreement”) in favor of FB Loan, pursuant to which SRM guaranteed the obligations of Borrower under fuboTV under the Note Purchase Agreement. The Guaranty Agreement is effective as of April 2, 2020. | Note 10 - Note Payable The Company has recorded, through the accounting consolidation of EAI, a $2.7 million note payable bearing interest at the rate of 10% per annum that was due on October 1, 2018. The cumulative accrued interest on the note amounts to $1.3 million. The note is currently in a default condition due to non-payment of principal and interest. The note relates to the acquisition of technology from parties who, as a result of the acquisition of EAI, own 15,000,000 shares of the Company’s common stock (after the conversion of 1,000,0000 of Series X Convertible Preferred Stock during the year ended December 31, 2019). Such holders have agreed not to declare the note in default, and to forbear from exercising remedies which would otherwise be available in the event of a default, while the note continues to accrue interest. The Company is currently in negotiation with such holders to resolve the matter. As part of the acquisitions in 2019 of Facebank AG and Nexway AG, the Company assumed the following notes payable: In March 2019, Stock Access Holdings SAS (“SAH”), issued EUR 20 million in bonds with an interest rate of 7% per annum and a maturity date of March 31, 2024. Interest on the notes is payable semiannually on September 30 and March 31. The bonds are secured by 100% of issued and outstanding share of SAH and issued pari passu with all other existing convertible obligations of the issuer. The holders of the bonds, as a class, may restrict the ability of the issuer to enter into additional note or bond obligations. In addition, the holders have the right to put EUR 2 million back to the Company on March 1, 2020 and further EUR 3 million on March 2021. Upon a change of control, as defined in the bond agreements, EUR 5 million is able to be put back to the Company within 90 days of the change of control. As of December 31, 2019, the outstanding balance of these bonds was $18.76 million. In April 2019, Highlight Finance Corp. (“HFC”) issued EUR 15 million in bonds with an interest rate of 4% per annum and a maturity date of April 2024. Interest on the notes is payable semiannually on April 30 and October 31. The bonds are unsecured and are issued pari passu with all other existing unsecured obligations of the issuer. In the event of the change of control of the issuer, as defined in the agreement, the holders of the bonds may put back to HFC for full repayment within 5 business days of the change of control. As of December 31, 2019, the outstanding balance of these bonds was $14.53 million. In September 2018, Nexway SAS issued EUR 7.5 million in bonds with an interest rate of 6.5% per annum and a maturity date of September 2023. Interest is payable semiannually on March 10 and September 10. The bonds are secured by 100% of the issued and outstanding shares of Nexway SAS and are guaranteed by Nexway AG. The holders of the bonds, as a class, may restrict the ability of the issuer to enter into additional note or bond obligations. The holders of the bonds may present the bonds for early repayment beginning in July 2021 at a 97% redemption rate. Nexway SAS may repay the bonds at any time at par given 90 days’ notice to the bond holders. As of December 31, 2019, the outstanding balance of these bonds was $8.61 million. In February 2020, the Company refinanced the bonds noted above from its subsidiaries in Facebank AG and Nexway AG – see Footnote 19. In 2015, Nexway SAS entered into a note for EUR 1.2 million, with an interest rate of 1.9% per annum and 30 fixed quarterly principal of EUR 42,857 and interest payments. As of December 31, 2019, the balance on the note was EUR 300,000. |
Fair Value Measurements (FaceBa
Fair Value Measurements (FaceBank Group, Inc. Pre-Merger) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Fair Value Measurements | 14. Fair Value Measurements The Company holds investments in equity securities and limited partnership interests, which are accounted for at fair value and classified within financial assets at fair value on the condensed consolidated balance sheet, with changes in fair value recognized as investment gain / loss in the condensed consolidated statements of operations. The Company also held an investment in Nexway common stock that was publicly traded on the Frankfurt Exchange. Additionally, the Company’s convertible notes, derivatives and warrants were classified as liabilities and measured at fair value on the issuance date, with changes in fair value recognized as other income (expense) in the condensed consolidated statements of operations. The following table classifies the Company’s assets and liabilities measured at fair value on a recurring basis into the fair value hierarchy as of September 30, 2020 and December 31, 2019 (in thousands): Fair valued measured at September 30, 2020 Quoted prices Significant Significant Financial Liabilities at Fair Value: Profits interest sold - - 2,119 Warrant liability - Subsidiary - - 21 Warrant liability - - 28,065 Total Financial Liabilities at Fair Value $ - $ - $ 30,205 December 31, 2019 Total Level 1 Level 2 Level 3 Financial Assets at Fair Value: Financial assets at fair value $ 1,965 $ — $ 1,965 $ — Total $ 1,965 $ — $ 1,965 $ — Financial Liabilities at Fair Value: Convertible notes $ 1,203 $ — $ — $ 1,203 Profit share liability 1,971 — — 1,971 Derivative liability 376 — — 376 Warrant liability - subsidiary 24 — — 24 Total $ 3,574 $ — $ — $ 3,574 Derivative Financial Instruments The following table presents changes in Level 3 liabilities measured at fair value (in thousands) for the three and nine months ended September 30, 2020. Unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Derivative - Warrants Profits Warrant Embedded Fair value at December 31, 2019 $ 1,203 $ 24 $ 1,971 $ - $ 376 Change in fair value (206 ) (3 ) 148 (9,143 ) (220 ) Additions 3,583 - - 50,743 172 Redemption (4,580 ) - - - (328 ) Reclassification of warrant liabilities - - - (13,535 ) - Fair value at September 30, 2020 $ - $ 21 $ 2,119 $ 28,065 $ - Profit Share Liability Warrant Liabilities On September 25, 2020, the Company repaid all of its variable convertible notes. As a result of this repayment, the Company is no longer subject to a sequencing policy and therefore reclassified $13.5 million of warrant liabilities to additional paid in capital. FB Loan Warrant In connection with its Note Purchase Agreement (see Note 13), the Company issued the FB Loan Warrant and utilized the Black-Scholes pricing model. The warrant liability was recorded at the date of grant at fair value. Subsequent changes in fair value for the three and nine months ended September 30, 2020 was $0.1 million and $5.5 million, respectively and was recorded as other expense in the condensed consolidated statement of operations. On September 30, 2020 the Company entered into the first amendment to the warrant which amended the warrant strike price from $5.00 to $2.75. The significant assumptions used in the valuation are as follows: September 30, 2020 Fair value of underlying common shares $ 9.00 Exercise price $ 2.75 Expected dividend yield — % Expected volatility 50.7 % Risk free rate 0.22 % Expected term (years) 4.46 Purchase Agreements with Investors Between May 11, 2020 and June 8, 2020, the Company entered into Purchase Agreements with certain investors (the “Investors”), pursuant to which the Company sold an aggregate of 3,735,922 shares (the “Purchased Shares”) of the Company’s common stock and issued 3,735,922 warrants to the Investors. See Note 17. Absent the Company’s sequencing policy as disclosed in the Company’s Annual Report on Form 10-K/A filed with the SEC on August 10, 2020, the Company would have recorded these warrants as equity classified. The aggregate warrant liabilities were recorded at the respective date of grant at fair value using a Monte Carlo simulation model. Subsequent changes in fair value for the three and nine months ended September 30, 2020 were $4.4 million and $14.8 million, respectively, and were recorded as change in fair value of warrant liabilities in the condensed consolidated statement of operations. The Company used a Monte Carlo simulation model to estimate the fair value of the warrant liability at September 30, 2020: September 30, 2020 Fair value of underlying common shares $ 9.00 Exercise price $ 7.00 Expected dividend yield — % Expected volatility 73.6 – 74.3 % Risk free rate 0.12 % Expected term (years) 1.12 – 1.19 As of September 30, 2020, the Company reclassified the fair value of $12.0 million of warrant liabilities to additional paid-in capital. Between August 20, 2020 and September 29, 2020, the Company entered into Purchase Agreements Investors, with certain investors (the “Investors”), pursuant to which the Company sold an aggregate of 1,843,726 shares (the “Purchased Shares”) of the Company’s common stock and issued 1,843,726 warrants to the Investors. See Note 17. The was aggregate warrant liabilities were recorded at the date of grant at fair value of $5.5 million using a Monte Carlo simulation model. Subsequent changes in fair value for the three and nine months ended September 30, 2020 were $1.3 million for each period, respectively, and were recorded as change in fair value of warrant liabilities in the condensed consolidated statement of operations. The Company used a Monte Carlo simulation model to estimate the fair value of the warrant liability at September 30, 2020: September 30, 2020 Fair value of underlying common shares $ 9.00 Exercise price $ 9.25 Expected dividend yield — % Expected volatility 69.7 – 71.2 - % Risk free rate 0.12 % Expected term (years) 1.39 – 1.49 ARETE Wealth Management On May 25, 2020, the Company issued to ARETE Wealth Management a warrant to purchase 275,000 shares of the Company’s common stock for investment services. Absent the Company’s sequencing policy as disclosed in the Company’s Annual Report on Form 10-K/A filed with the SEC on August 10, 2020, the Company would have recorded these warrants as equity classified. The warrant liability was recorded at the date of grant at fair value. Subsequent changes in fair value for the three and nine months ended September 30, 2020 was $0.4 million and $0.7 million, respectively and was recorded as change in fair value of warrant liabilities in the condensed consolidated statement of operations. The significant assumptions used in the valuation are as follows: September 30, 2020 Fair value of underlying common shares $ 9.00 Exercise price $ 5.00 Expected dividend yield — % Expected volatility 60.0 % Risk free rate 0.27 % Expected term (years) 4.6 As of September 30, 2020, the Company reclassified the fair value of $1.5 million of warrant liabilities to additional paid-in capital. Convertible Notes On April 1, 2020, the Company issued 142,118 common stock warrants in connection with a $1.1 million convertible note. The warrant was recorded as a warrant liability utilizing the Black-Scholes pricing model. The warrant liability was recorded at the date of grant at fair value. Subsequent changes in fair value for the three and nine months ended September 30, 2020 was $1.5 million and $1.8 million, respectively, and was recorded as change in fair value of warrant liability in the condensed consolidated statement of operations. On September 29, 2020, the Company entered into an amendment related to the common stock warrants and issued an additional 217,357 warrants. | ||
FaceBank Group, Inc Pre-Merger [Member] | |||
Fair Value Measurements | Note 10 – Fair Value Measurements The Company holds investments in equity securities and limited partnership interests, which are accounted for at fair value and classified within financial assets at fair value on the condensed consolidated balance sheet, with changes in fair value recognized as investment gain/ loss in the condensed consolidated statements of operations. The Company also has an investment in Nexway common stock that is publicly traded on the Frankfurt Exchange. Additionally, the Company’s convertible notes, derivatives and warrants were classified as liabilities and measured at fair value on the issuance date, with changes in fair value recognized as other income/expense in the condensed consolidated statements of operations. Fair valued measured at March 31, 2020 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Financial Assets at Fair Value: Investment in Equity/Debt Funds $ - $ 1,965 $ - Investment in Nexway at fair value 2,374 - - Total Financial Assets at Fair Value $ 2,374 $ 1,965 $ - Financial Liabilities at Fair Value: Derivative liability - convertible notes $ - $ - $ 1,692 Profits interest sold - - 1,971 Embedded put option - - 389 Warrant liability - Subsidiary - - 39 Warrant liability - - 15,987 Total Financial Liabilities at Fair Value $ - $ - $ 20,078 Fair Value measured at December 31, 2019 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Derivative liability – convertible notes $ - $ - $ 1,203 Profits interest - - 1,971 Embedded put option - - 376 Warrant Liability - Subsidiary - - 24 Total Financial Liabilities at Fair Value $ - $ - $ 3,574 Derivative Financial Instruments The following table presents changes in Level 3 liabilities measured at fair value (in thousands) for the year ended December 31, 2019. Unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Derivative - Convertible Notes Warrants (assumed from subsidiary) Profits Interests Sold Warrant Liability Embedded Put Option Fair value at December 31, 2019 $ 1,203 $ 24 $ 1,971 $ - $ 376 Change in fair value (200 ) 15 - 366 (97 ) Additions 689 - - 15,621 172 Redemption - - - - (62 ) Fair value at March 31, 2020 $ 1,692 $ 39 $ 1,971 $ 15,987 $ 389 The Company assumed liability for a warrant issued by PEC that expires on January 28, 2023. The fair value of the warrant liability, totaled $39,000 on March 31, 2020 and $24,000 on December 31, 2019, resulting in a change in fair value of $15,000 that is reported as a component of other income/(expense) in the condensed consolidated statement of operations for the three months ended March 31, 2020. Subsidiary Warrant Liability March 31, 2020 December 31, 2019 Exercise price $ 0.75 $ 0.75 Stock price – subsidiary $ 0.03 $ 0.02 Discount applied 0 % 0 % Fair value of stock price $ 0.00 $ 0.00 Risk free rate 0.28 % 1.62 % Contractual term (years) 2.83 3.08 Expected dividend yield 0 % 0 % Expected volatility 83.7 % 83.7 % Number of subsidiary warrants outstanding 48,904,037 48,904,037 In arriving at the fair value of stock price as of December 31, 2019 and March 31, 2020, no discount was applied to the trading price of the PEC stock, as a result of illiquidity in the volumes being traded on the OTC markets. Risk-free interest rate was based on rates established by the Federal Reserve Bank. The volatility rate was based on stock prices of comparable companies. Profits Interest Warrant Liability The significant assumptions used in the valuation are as follows: March 31, 2020 Fair value of underlying common shares $ 4.78 - 4.97 Exercise price $ 5.00 Dividend yield - % Historical volatility 52.6% - 52.8 % Risk free interest rate 0.14% – 0.66 % Embedded Put Option March 31, 2020 December 31, 2019 Stock price $ 8.35 – $9.20 $ 8.91 – $9.03 Fixed conversion price $ 0.25 $ 0.25 Risk free rate 0.2 – 0.4 % 1.6 % Contractual term (years) 1.2 – 1.5 1.2 – 1.5 Expected dividend yield 8.0 % 8.0 % Expected volatility 87.2% - 94.8 % 89.2% - 90.4 % | Note 11 - Fair Value Measurements The Company holds investments in equity securities and limited partnership interests, which are accounted for at fair value and classified within financial assets at fair value on the consolidated balance sheet, with changes in fair value recognized as investment gain/ loss in the consolidated statements of operations. Additionally, the Company’s convertible notes, derivatives and warrants were classified as liabilities and measured at fair value on the issuance date, with changes in fair value recognized as other income/expense in the consolidated statements of operations. Fair Value measured at December 31, 2019 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Derivative liability - convertible notes $ - $ - $ 1,203 Profits interest - - 1,971 Embedded put option - - 376 Warrant Liability - - 24 Total Financial Liabilities at Fair Value $ - $ - $ 3,574 Fair Value measured at December 31, 2018 Quoted prices in (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Derivative liability - convertible notes $ - $ - $ 469 Derivative liability - related party convertible notes - - 549 Total Derivative Liability $ - $ - $ 1,018 Warrant Liability - - 4,528 Total Fair Value $ - $ - $ 5,546 Derivative Financial Instruments The following table presents changes in Level 3 liabilities measured at fair value (in thousands) for the year ended December 31, 2019. Unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Derivative - Convertible Notes Warrants (assumed from subsidiary) Profits Interests Embedded Put Option Fair value at December 31, 2018 $ 1,018 $ 4,528 $ - $ - Change in fair value (678 ) (4,504 ) 198 (137 ) Additions 863 - 1,773 589 Redemptions - - - (76 ) Fair value at December 31, 2019 $ 1,203 $ 24 $ 1,971 $ 376 The Company assumed liability for a warrant issued by PEC that expires on January 28, 2023. The fair value of the warrant liability, totaled $24,000 on December 31, 2019 and $4.5 million on December 31, 2018, resulting in a change in fair value of $4.5 million that is reported as a component of other income/(expense) in the consolidated statement of operations for the year ended December 31, 2019. Warrant Liability December 31, 2019 December 31, 2018 Exercise price $ 0.75 $ 0.75 Stock price - subsidiary $ 0.02 $ 0.22 Discount applied 0 % 50 % Fair value of stock price $ 0.00 $ 0.09 Risk free rate 1.62 % 2.49 % Contractual term (years) 3.08 4.08 Expected dividend yield 0 % 0 % Expected volatility 83.7 % 86.5 % Number of subsidiary warrants outstanding 48,904,037 48,904,037 In arriving at the fair value of stock price, in 2019 no discount was applied to the trading price of the PEC stock, as a result of illiquidity in the volumes being traded on the OTC markets. Risk-free interest rate was based on rates established by the Federal Reserve Bank. The volatility rate was based on stock prices of comparable companies. Profits Interest Embedded Put Option December 31, 2019 Stock price $ 8.91 – $9.03 Fixed conversion price $ 0.25 Risk free rate 1.6 % Contractual term (years) 1.2 - 1.5 Expected dividend yield 8.0 % Expected volatility 89.2% - 90.4 % |
Convertible Notes Payable and C
Convertible Notes Payable and Convertible Notes Payable to Related Parties (FaceBank Group, Inc. Pre-Merger) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Convertible Notes Payable and Convertible Notes Payable to Related Parties | 15. Convertible Notes Payable As of September 30, 2020 there were no convertible notes outstanding, and as of December 31, 2019, convertible notes outstanding totaled $1.4 million. During the three and nine months ended September 30, 2020, the Company repaid $2.8 million and $3.9 million of principal balances, and approximately $0.9 million of related interest expense and prepayment penalties owed on its convertible notes. | ||
FaceBank Group, Inc Pre-Merger [Member] | |||
Convertible Notes Payable and Convertible Notes Payable to Related Parties | Note 11 – Convertible Notes Payable At March 31, 2020 and December 31, 2019, the carrying amounts of the convertible notes including the remaining principal balance plus the fair value of the derivative liabilities associated with the variable share settlement feature and unamortized discounts is as follows (in thousands): Issuance Date Stated Interest Rate Maturity Date Principal Unamortized Discount Variable Share Settlement Feature at Fair Value Carrying amount Convertible notes JSJ Investments (2) 12/6/2019 10 % 12/6/2020 $ 255 $ (174 ) $ 443 $ 524 Eagle Equities (3) 12/12/2019 12 % 12/12/2020 210 (147 ) 297 360 BHP Capital (4) 12/20/2019 10 % 12/20/2020 125 (85 ) 120 160 GS Capital Partners (5) 1/17/2020 10 % 1/17/2021 150 (120 ) 210 240 EMA Financial, LLC (6) 2/6/2020 10 % 11/6/2020 125 (100 ) 204 229 Adar Alef, LLC (7) 2/10/2020 12 % 2/10/2021 150 (129 ) 220 241 BHP Capital (8) 3/24/2020 10 % 3/24/2020 100 (95 ) 99 104 Jefferson Street Capital, LLC (9) 3/24/2020 10 % 3/24/2020 100 (95 ) 99 104 Balance at March 31, 2020 $ 1,215 $ (945 ) $ 1,692 $ 1,962 Issuance Stated Maturity Principal Unamortized Variable Carrying Convertible notes Adar Bays – Alef (1) 7/30/2019 10 % 7/30/2020 275 (159 ) 379 495 JSJ Investments (2) 12/06/2019 10 % 12/6/2020 255 (238 ) 422 439 Eagle Equities (3) 12/12/2019 12 % 12/12/2020 210 (199 ) 285 296 BHP Capital (4) 12/20/2019 10 % 12/20/2020 125 (114 ) 117 128 Balance at December 31, 2019 $ 865 $ (710 ) $ 1,203 $ 1,358 The derivative liability results from the variable share settlement provision featured within the convertible notes issued by the Company. The fair value of the derivative liabilities was estimated using a Binomial Lattice model on the dates that the notes were issued and were subsequently revalued at March 31, 2020 and December 31, 2019, using the Monte Carlo simulation model with the following weighted average assumptions: March 31, 2020 December 31, 2019 Stock Price $ 7.74 – 9.45 $ 8.91 – 10.15 Risk Free Interest Rate 0.12 – 1.56 % 1.52 - 1.60 % Expected life (years) 0.33 – 1.00 0.58 – 1.00 Expected dividend yield 0 % 0 % Expected volatility 91.3 – 134.0 % 90.0 – 95.3 % Fair Value – Note Variable Share Settlement Feature (in thousands) $ 1,692 $ 1,203 (1) On July 30, 2019, the Company issued a convertible promissory note to Adar Alef, LLC in the amount of $275,000. The note accrues interest at a rate of 12% per annum and matures on July 30, 2020. The note is not convertible until the six month anniversary of the note, at which time if the note has not already been repaid by the Company, the note holder shall be entitled to convert all or part of the note into shares of the Company’s common stock, at a price per share equal to 53% of the lowest trading price of the common stock for the twenty prior trading days upon which the conversion notice is received by the Company. On January 20, 2020, the Company repaid the principal balance of $275,000 and accrued interest of approximately $16,000. (2) On December 6, 2019, the Company issued a convertible promissory note to JSJ Investments with a principal balance of $255,000. The Company received net proceeds of $250,000. The note matures on December 6, 2020 and bears interest at 10% per annum. The Company may prepay this note and unpaid interest on or prior to July 3, 2020. The loan and any accrued interest may be converted into shares of the Company’s common stock at a rate of 47% multiplied by the lowest trading price during the previous twenty (20) day trading period ending on the latest complete trading day prior to the conversion date. (3) On December 12, 2019, the Company issued a convertible promissory note to Eagle Equities, LLC with a principal balance of $210,000. The Company received net proceeds of $200,000. The note matures on December 12, 2020 and bears interest at 12% per annum. The loan and any accrued interest may be converted into shares of the Company’s common stock, at any time after the six month anniversary of the note, at a rate of 53% multiplied by the lowest trading price during the previous twenty (20) day trading period ending on the latest complete trading day prior to the conversion date. (4) On December 20, 2019, the Company issued a convertible promissory note to BHP Capital NY Inc. with a principal balance of $125,000. The Company received net proceeds of $122,500. The note matures on December 20, 2020 and bears interest at 10% per annum. The loan and any accrued interest may be converted into shares of the Company’s common stock at a rate of 61% multiplied by the lowest trading price during the previous fifteen (15) day trading period ending on the latest complete trading day prior to the conversion date. In connection with the promissory note, the Company issued 5,000 shares of its restricted common stock with a fair value of approximately $47,000. The Company will have the option to buy back the shares 180 days from the issue date, for a one-time payment of $8.00 per share. (5) On January 17, 2020, the Company issued a convertible promissory note to GS Capital Partners, LLC. with a principal balance of $150,000. The note matures on January 17, 2021 and bears interest at 10% per annum. The loan and any accrued interest may be converted into shares of the Company’s common stock at a rate of 53% multiplied by the lowest trading price during the previous twenty (20) day trading period ending on the latest complete trading day prior to the conversion date. (6) On February 6, 2020, the Company issued a convertible promissory note to EMA Financial, LLC. with a principal balance of $125,000. The note matures on November 6, 2020 and bears interest at 10% per annum. The loan and any accrued interest may be converted into shares of the Company’s common stock equal to the lower of (i) the lowest closing price of the common stock during the preceding twenty (20) day trading period ending on the latest trading day prior to the note issuance date or (ii) at a rate of 50% multiplied by the lowest trading price during the previous twenty (20) day trading period ending on the latest complete trading day prior to the conversion date. (7) On February 10, 2020, the Company issued a convertible promissory note to Adar Alef, LLC. with a principal balance of $150,000. The note matures on February 10, 2021 and bears interest at 12% per annum. The loan and any accrued interest may be converted into shares of the Company’s common stock at a rate of 53% multiplied by the lowest trading price during the previous twenty (20) day trading period ending on the latest complete trading day prior to the conversion date. (8) On March 24, 2020, the Company issued a convertible promissory note to BHP Capital NY Inc. with a principal balance of $100,000. The note matures on demand and bears interest at 10% per annum. The loan and any accrued interest may be converted into shares of the Company’s common stock at a rate of 61% multiplied by the lowest trading price during the previous fifteen (15) day trading period ending on the latest complete trading day prior to the conversion date. (9) On March 24, 2020, the Company issued a convertible promissory note to Jefferson Street Capital, LLC. with a principal balance of $100,000. The note matures on demand and bears interest at 10% per annum. The loan and any accrued interest may be converted into shares of the Company’s common stock at a rate of 61% multiplied by the lowest trading price during the previous fifteen (15) day trading period ending on the latest complete trading day prior to the conversion date. On January 29, 2020, the Company issued a convertible promissory note to Auctus Fund, LLC. with a principal balance of $275,000. The note matures on November 29, 2020 and bears interest at 10% per annum. The loan and any accrued interest may be converted into shares of the Company’s common stock at a rate of 50% multiplied by the lowest trading price during the previous twenty five (25) day trading period ending on the latest complete trading day prior to the conversion date. On March 19, 2020, the Company repaid the principal balance and interest of approximately $4,000. | Note 12 - Convertible Notes Payable and Convertible Notes Payable to Related Parties At December 31, 2019 and 2018, the carrying amounts of the convertible notes including the remaining principal balance plus the fair value of the derivative liabilities associated with the variable share settlement feature and unamortized discounts is as follows (in thousands): Issuance Stated Maturity Principal Unamortized Variable Carrying Convertible notes Adar Bays - Alef (4) 11/28/2018 10 % 11/28/2019 275 (159 ) 379 495 JSJ Investments (7) 12/6/2019 10 % 12/6/2020 255 (238 ) 422 439 Eagle Equities (8) 12/12/2019 12 % 12/12/2020 210 (199 ) 285 296 BHP Capital (9) 12/20/2019 10 % 12/20/2020 125 (114 ) 117 128 Balance at December 31, 2019 $ 865 $ (710 ) $ 1,203 $ 1,358 Issuance Stated Maturity Principal Unamortized Variable Carrying Convertible notes Power Up (1*) 8/24/18 8 % 8/24/19 $ 203 $ (131 ) $ 152 $ 224 Birchwood Capital (2) 11/6/18 10 % 5/6/19 50 (35 ) - 15 Power Up (3) 11/26/18 8 % 11/26/19 128 (115 ) 96 109 Adar Bays - Alef (4) 11/28/18 10 % 11/28/19 193 (175 ) 221 239 Total $ 574 $ (456 ) $ 469 $ 587 Convertible notes- Related Parties Chairman (5) in default 10/12/15 22 % 8/1/17 $ 265 - $ 549 814 Shareholder (6) in default 12/28/16 3 % 3/24/17 50 - - 50 Total $ 315 - $ 549 $ 864 Balance at December 31, 2018 $ 889 $ (456 ) $ 1,018 $ 1,451 * The (#) references the notes described below The derivative liability results from the variable share settlement provision featured within the convertible notes issued by the Company. The fair value of the derivative liabilities was estimated using the Monte Carlo simulation model on the dates that the notes were issued and were subsequently revalued at December 31, 2019 and 2018, with the following weighted average assumptions: December 31, 2019 December 31, 2018 Stock Price $ 8.91 - 10.15 $ 6.75 Risk Free Interest Rate 1.52 1.60 % 2.61 % Expected life (years) 0.58 – 1.00 0.73 Expected dividend yield 0 % 0 % Expected volatility 90.0 – 95.3 % 92.8 % Fair Value - Note Variable Share Settlement Feature (in thousands) $ 1,203 $ 1,018 (1) On February 20, 2019, the Company settled the August 24, 2018, convertible promissory note issued to Power Up, repaying the principal balance of $202,500 and $66,369 for interest and penalties. (2) On November 6, 2018, the Company issued a convertible promissory note to Birchwood Capital, LLC in the amount of $50,000. The note was due on May 6, 2019 and bears interest at 10% per annum. The loan and any accrued interest may be converted into shares of the Company’s common stock at a rate of $3.00 per share. The Company recorded a beneficial conversion feature discount of $50,000 on this note as of December 31, 2018. The note is currently past due. Accrued interest was approximately $4,500 and $1,000 as of September 30, 2019 and December 31, 2018, respectively. On October 11, 2019, the principal balance of $50,000 was converted into 16,666 shares of the Company’s common stock at share price of $3.00. The Company and Birchwood Capital, LLC, have agreed that this conversion fully satisfies the outstanding principal and accrued interest related to this note. During the year ended December 31, 2019, the Company reversed accrued interest of approximately $4,500. (3) On November 26, 2018, the Company issued a convertible promissory note to Power Up Lending Group, LLC in the amount of $128,000. The note is due on November 26, 2019 and bears interest at 8% per annum. The loan and any accrued interest may be converted into shares of the Company’s common stock at a rate of 61% multiplied by the average for the three lowest traded prices during the previous ten (10) day trading period ending on the latest complete trading day prior to the conversion date. On April 25, 2019, the Company settled the note, repaying the principal balance of $128,000 and $39,000 for interest and penalties. (4) On July 30, 2019, the Company issued a convertible promissory note to Adar Alef, LLC in the amount of $275,000. The note accrues interest at a rate of 12% per annum and matures on July 30, 2020. The note is not convertible until the six month anniversary of the note, at which time if the note has not already been repaid by the Company, the note holder shall be entitled to convert all or part of the note into shares of the Company’s common stock, at a price per share equal to 53% of the lowest trading price of the common stock for the twenty prior trading days upon which the conversion notice is received by the Company. On November 28, 2018, the Company issued a convertible promissory note to Adar Bays - Alef, LLC in the amount of $192,500. The note is due on November 28, 2019 and bears interest at 6% per annum. The loan and any accrued interest may be converted into shares of the Company’s common stock at a rate of 53% multiplied by the lowest trading price during the previous twenty (20) day trading period ending on the latest complete trading day prior to the conversion date. On May 20, 2019, the Company settled the note, repaying the principal balance of $192,500 and $47,500 for interest and penalties. (7) On December 6, 2019, the Company issued a convertible promissory note to JSJ Investments with a principal balance of $255,000. The Company received net proceeds of $250,000. The note matures on December 6, 2020 and bears interest at 10% per annum. The Company may prepay this note and unpaid interest on or prior to July 3, 2020. The loan and any accrued interest may be converted into shares of the Company’s common stock at a rate of 47% multiplied by the lowest trading price during the previous twenty (20) day trading period ending on the latest complete trading day prior to the conversion date. (8) On December 12, 2019, the Company issued a convertible promissory note to Eagle Equities, LLC with a principal balance of $210,000. The Company received net proceeds of $200,000. The note matures on December 12, 2020 and bears interest at 12% per annum. The loan and any accrued interest may be converted into shares of the Company’s common stock, at any time after the six month anniversary of the note, at a rate of 53% multiplied by the lowest trading price during the previous twenty (20) day trading period ending on the latest complete trading day prior to the conversion date. (9) On December 20, 2019, the Company issued a convertible promissory note to BHP Capital NY Inc. with a principal balance of $125,000. The Company received net proceeds of $122,500. The note matures on December 20, 2020 and bears interest at 10% per annum. The loan and any accrued interest may be converted into shares of the Company’s common stock at a rate of 61% multiplied by the lowest trading price during the previous fifteen (15) day trading period ending on the latest complete trading day prior to the conversion date. In connection with the promissory note, the Company issued 5,000 shares of its restricted common stock with a fair value of approximately $47,000. The Company will have the option to buy back the shares 180 days from the issue date, for a one-time payment of $8.00 per share. Related Party Convertible Notes (5) In July 2015, the Company issued convertible promissory notes to Mr. Bafer, Chairman, in exchange for the cancellation of previously issued promissory notes in the aggregate of $530,000 and accrued interest of $13,000 for a total of $543,000. The notes are unsecured, bear interest of 5% per annum, matured on October 1, 2015 and are convertible into shares of common stock at a conversion price equal to the lowest closing stock price during the 20 trading days prior to conversion with a 50% discount. In October 2015, the notes matured and became past due. As a result, the stated interest of 5% increased to 22% pursuant to the term of the notes. In July 2016, the Company and Mr. Bafer agreed to extend the maturity date of these notes to August 1, 2017 to cure the default. There were no other terms changed and no additional consideration was paid. On May 22, 2019, the Company issued a non-convertible promissory note to replace the convertible promissory notes (See Note 9). (6) On December 28, 2016, the Company issued an unsecured convertible promissory note in the principal amount of $50,000 to a shareholder. The note bears interest at 3% per annum, was due on March 24, 2017, and is convertible into shares of common stock at a conversion price of $4,000 per share. The promissory note was converted into 250,000 shares of common stock. |
Temporary Equity (FaceBank Grou
Temporary Equity (FaceBank Group, Inc. Pre-Merger) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Temporary Equity | 16. Temporary Equity Series D Convertible Preferred Stock On March 6, 2020, the Company (i) entered into a stock purchase agreement to issue 203,000 shares of its Series D Preferred Stock, for proceeds of $203,000 and (ii) during the nine months ended September 30, 2020 the Company redeemed 682,000 shares of Series D Preferred Stock in exchange for approximately $0.9 million. The following table summarizes the Company’s Series D Preferred Stock activities for the three and nine months ended September 30, 2020 (dollars in thousands): Series D Preferred Stock Shares Amount Total temporary equity as of December 31, 2019 461,839 $ 462 Issuance of Series D convertible preferred stock for cash 203,000 203 Offering cost related to issuance of Series D convertible preferred stock - (3 ) Deemed dividends related to immediate accretion of offering cost - 3 Accrued Series D preferred stock dividends 17,198 17 Bifurcated redemption feature of Series D convertible preferred stock - (171 ) Deemed dividends related to immediate accretion of bifurcated redemption feature of Series D convertible preferred stock - 171 Redemption of Series D preferred stock (including accrued dividends) (682,037 ) (682 ) Total temporary equity as of September 30, 2020 - $ - The redemption of the 659,000 shares of Series D Preferred Stock (amounts in thousands except share and per share values): Series D preferred stock issued 659,000 Per share value $ 1.00 Series D preferred stock value $ 659 Accrued dividends $ 23 Total Series D preferred stock $ 682 Redemption percentage $ 1.29 Total redemption $ 880 Holders of shares of the Series D Preferred Stock were entitled to receive, cumulative cash dividends at the rate of 8% on $1.00 per share of the Series D Preferred Stock per annum (equivalent to $0.08 per annum per share), subject to adjustment. The dividends were payable solely upon redemption, liquidation or conversion. The Series D Preferred Stock was classified as temporary equity because it had redemption features that were outside of the Company’s control upon certain triggering events, such as a Market Event. A “Market Event” is defined as any trading day during the period which shares of the Series D Preferred Stock are issued and outstanding, where the trading price for such date is less than $0.35. In the event of a Market Event, the Series D Preferred Stock shall be subject to mandatory redemption and the stated value shall immediately be increased to $1.29 per share of Series D Preferred Stock. The Market Event was considered to be outside the control of the Company, resulting in classification of the Series D Preferred Stock as temporary equity. The initial discounted carrying value resulted in recognition of a bifurcated redemption feature of $0.2 million, further reducing the initial carrying value of the shares of Series D Preferred Stock. The discount to the aggregate stated value of the shares of Series A Convertible Preferred Stock, resulting from recognition of the bifurcated redemption feature was immediately accreted as a reduction of additional paid-in capital and an increase in the carrying value of the Series D Shares. The accretion is presented in the condensed consolidated statement of operations as a deemed dividend, increasing net loss to arrive at net loss attributable to common stockholders. As of September 30, 2020, all of the shares of Series D Preferred Stock have been redeemed by the Company and there will be no future issuances. | ||
FaceBank Group, Inc Pre-Merger [Member] | |||
Temporary Equity | Note 12 – Temporary Equity Series D Convertible Preferred Stock On March 6, 2020, the Company (i) entered into a stock purchase agreement to issue 203,000 shares of its Series D Preferred Stock, for proceeds of $203,000 and (ii) redeemed the 203,000 shares of Series D Preferred Stock previously issued on September 6, 2019. As a result, the total number of shares of Series D Preferred Stock outstanding as of March 31, 2020 was 456,000 (see Note 17). The following table summarizes the Company’s Series D Preferred Stock activities for the three months ended March 31, 2020 (dollars in thousands): Series D Preferred Stock Shares Amount Total temporary equity as of December 31, 2019 461,839 $ 462 Issuance of Series D convertible preferred stock for cash 203,000 203 Offering cost related to issuance of Series D convertible preferred stock - (3 ) Deemed dividends related to immediate accretion of offering cost - 3 Accrued Series D preferred stock dividends 8,868 9 Bifurcated redemption feature of Series D convertible preferred stock - (171 ) Deemed dividends related to immediate accretion of bifurcated redemption feature of Series D convertible preferred stock - 171 Redemption of Series D preferred stock (including accrued dividends) (210,831 ) (211 ) Total temporary equity as of March 31, 2020 462,876 $ 463 The redemption of the 203,000 shares of Series D Preferred Stock (previously issued on September 6, 2019) on March 6, 2020 occurred as follows (amounts in thousands except share and per share values): Series D preferred stock issued 203,000 Per share value $ 1.00 $ 203 Accrued dividends $ 8 $ 211 Redemption percentage $ 1.29 Total $ 272 Holders of shares of the Series D Preferred Stock are entitled to receive, cumulative cash dividends at the rate of 8% on $1.00 per share of the Series D Preferred Stock per annum (equivalent to $0.08 per annum per share), subject to adjustment. The dividends are payable solely upon redemption, liquidation or conversion. The Company recorded approximately $9,000 accrued dividend as of March 31, 2020. The Series D Preferred Stock is being classified as temporary equity because it has redemption features that are outside of the Company’s control upon certain triggering events, such as a Market Event. A “Market Event” is defined as any trading day during the period which shares of the Series D Preferred Stock are issued and outstanding, where the trading price for such date is less than $0.35. In the event of a Market Event, the Series D Preferred Stock shall be subject to mandatory redemption and the stated value shall immediately be increased to $1.29 per share of Series D Preferred Stock. The Market Event is considered to be outside the control of the Company, resulting in classification of the Series D Preferred Stock as temporary equity. The initial discounted carrying value resulted in recognition of a bifurcated redemption feature of $171,000, further reducing the initial carrying value of the shares of Series D Preferred Stock. The discount to the aggregate stated value of the shares of Series A Convertible Preferred Stock, resulting from recognition of the bifurcated redemption feature was immediately accreted as a reduction of additional paid-in capital and an increase in the carrying value of the Series D Shares. The accretion is presented in the condensed consolidated statement of operations as a deemed dividend, increasing net loss to arrive at net loss attributable to common stockholders. | Note 13 – Temporary Equity Series D Convertible Preferred Stock The following table summarizes the Company’s Series D Convertible Preferred Stock activities for the year ended December 31, 2019 (dollars in thousands): Series D Preferred Stock Shares Amount Total temporary equity as of December 31, 2018 - $ - Issuance of Series D convertible preferred stock for cash 709,000 709 Offering cost related to issuance of Series D convertible preferred stock - (9 ) Deemed dividends related to immediate accretion of offering cost - 9 Accrued Series D preferred stock dividends 5,839 6 Bifurcated redemption feature of Series D convertible preferred stock - (589 ) Deemed dividends related to immediate accretion of bifurcated redemption feature of Series D convertible preferred stock - 589 Redemption of Series D preferred stock (253,000 ) (253 ) Total temporary equity as of December 31, 2019 461,839 $ 462 During the year ended December 31, 2019, the Company entered into the following stock purchase agreements: ● On July 15, 2019, the Company issued 253,000 shares of its Series D Preferred Stock, for proceeds of $253,000; ● On September 6, 2019, the Company issued 203,000 shares of its Series D Preferred Stock, for proceeds of $203,000; and ● On December 19, 2019, the Company issued 253,000 shares of its Series D Preferred Stock, for proceeds of $253,000. Holders of shares of the Series D Preferred Stock are entitled to receive, cumulative cash dividends at the rate of 8% on $1.00 per share of the Series D Preferred Stock per annum (equivalent to $0.08 per annum per share). The dividends are payable solely upon redemption, liquidation or conversion. The Series D Preferred Stock is being classified as temporary equity because it has redemption features that are outside of the Company’s control upon certain triggering events, such as a Market Event. A “Market Event” is defined as any trading day during the period which shares of the Series D Preferred Stock are issued and outstanding, where the trading price for such date is less than $0.35. In the event of a Market Event, the Series D Preferred Stock shall be subject to mandatory redemption and the stated value shall immediately be increased to $1.29 per share of Series D Preferred Stock. The Market Event is considered to be outside the control of the Company, resulting in classification of the Series D Preferred Stock as temporary equity. The initial discounted carrying value resulted in recognition of a bifurcated redemption feature of $589,000, further reducing the initial carrying value of the Series D Shares. The discount to the aggregate stated value of the Series A Shares, resulting from recognition of the bifurcated redemption feature was immediately accreted as a reduction of additional paid-in capital and an increase in the carrying value of the Series D Shares. The accretion is presented in the Consolidated Statement of Operations as a deemed dividend, increasing net loss to arrive at net loss attributable to common stockholders. On December 19, 2019, the Company redeemed the 253,000 shares of its Series D preferred stock issued on July 15, 2019 as follows (amounts in thousands except share and per share values): Series D preferred stock issued 253,000 Per share value $ 1.00 $ 253 Accrued dividends $ 9 $ 262 Redemption percentage $ 1.29 Total $ 337 The Company recorded approximately $14,000 of accrued dividends as of December 31, 2019. |
Stockholders' Equity _ (Defic_2
Stockholders' Equity / (Deficit) (FaceBank Group, Inc. Pre-Merger) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Stockholders' Equity/ (Deficit) | 17. Stockholders’ Equity/ (Deficit) Preferred Stock Designations On March 20, 2020, FaceBank Pre-Merger amended its Articles of Incorporation to withdraw, cancel and terminate the previously-filed (i) Certificate of Designation of with respect to 5,000,000 shares of its Series A Preferred Stock, par value $0.0001 per share, (ii) Certificate of Designation with respect to 1,000,000 shares of its Series B Preferred Stock, par value $0.0001 per share, (iii) Certificate of Designation with respect to 41,000,000 shares of its Series C Preferred Stock, par value $0.0001 per share and (iv) Certificate of Designation with respect to 1,000,000 shares of its Series X Preferred Stock, par value $0.0001 per share. Upon the withdrawal, cancelation and termination of such designations, all shares previously designated as Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series X Preferred Stock were returned to the status of authorized but undesignated shares of the Company’s Preferred Stock, par value $0.0001 per share. On March 20, 2020, in connection with the Merger, FaceBank Pre-Merger filed an amendment to its Articles of Incorporation to designate 35,800,000 of its authorized preferred stock as “Series AA Convertible Preferred Stock” pursuant to a Certificate of Designation of Series AA Convertible Preferred Stock (the “Series AA Preferred Stock Certificate of Designation”). The Series AA Convertible Preferred Stock (the “Series AA Preferred Stock”) has no liquidation preference. The Series AA Preferred Stock is entitled to receive dividends and other distributions as and when paid on the Common Stock on an as converted basis. Each share of Series AA Preferred Stock is initially convertible into two shares of Common Stock, subject to adjustment as provided in the Series AA Preferred Stock Certificate of Designation and shall only be convertible immediately following the sale of such shares on an arms’-length basis either pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act or pursuant to an effective registration statement under the Securities Act. Each share of Series AA Preferred Stock shall have 0.8 votes per share (the “Voting Rate”) on any matter submitted to the holders of the Common Stock for a vote and shall vote together with the Common Stock on such matters for as long as the Series AA Preferred Stock is outstanding. The Voting Rate shall be subject to adjustment in the event of stock splits, stock combinations, recapitalizations reclassifications, extraordinary distributions and similar events. There are 713,215 shares reserved for issuance to certain shareholders of fuboTV Pre-Merger in connection with the Merger. Common Stock Activity Issuance of Common Stock for Cash The Company raised approximately $2.3 million through issuances of an aggregate of 795,593 shares of its common stock in private placement transactions during the three months ended March 31, 2020 with investors. The Company raised approximately $0.5 million through issuances of an aggregate of 170,391 shares of its common stock in private placement transactions during the three months ended June 30, 2020 with investors. On July 2, 2020, the Company entered into a Purchase Agreement with Credit Suisse Capital LLC, pursuant to which the Company sold 2,162,163 shares of the Company’s common stock at a purchase price of $9.25 per share for an aggregate purchase price of $20.0 million. Issuance of Common Stock and Warrants for Cash Between May 11, 2020 and June 8, 2020, the Company entered into Purchase Agreements Investors, pursuant to which the Company sold an aggregate of 3,735,922 shares of the Company’s common stock at a purchase price of $7.00 per share and issued warrants to the Investors covering a total of 3,735,922 shares of the Company’s common stock for an aggregate purchase price of $26.1 million. Between August 20, 2020 and August 28, 2020, the Company entered into Purchase Agreements Investors, pursuant to which the Company sold an aggregate of 5,212,753 shares of the Company’s common stock at a purchase price of $9.25 per share and issued warrants to the Investors covering a total of 1,303,186 shares of the Company’s common stock for an aggregate purchase price of $48.2 million. Issuance of Common Stock Related to PEC Acquisition During the three months ended September 30, 2020, there were no shares of the Company’s common stock exchanged for shares of its subsidiary PEC. During the nine months ended September 30, 2020, the Company has issued 2,753,819 shares of its common stock in exchange for 17,950,055 shares of its subsidiary PEC, respectively. The interests exchange in PEC were previously recorded within noncontrolling interests and the transactions were accounted for as a reduction of $2.0 million of noncontrolling interests for the carrying value of those noncontrolling interests at the date of exchange with an offsetting increase in Additional paid-in capital, during the nine months ended September 30, 2020. Issuance of Common Stock for Shares Settled Liability During the three months ended June 30, 2020, the Company issued 900,000 shares of its common stock with a fair value of approximately $9.1 million or $10.00 per share in connection with the Company’s Note Purchase Agreement with FB Loan (See Note 13). Issuance of Common Stock for Services Rendered On January 1, 2020, the Company entered into the first amendment to a joint business development agreement and issued 200,000 shares of its restricted common stock with a fair value of $1.8 million in exchange for business development services. During the three months ended March 31, 2020, the Company issued 275,000 shares of its common stock with a fair value of $2.3 million in exchange for consulting services. During the three months ended March 31, 2020, the Company issued 62,500 shares of its common stock with a fair value of approximately $0.6 million in exchange for services rendered in connection with the Company’s amended Digital Likeness Development Agreement by and among Floyd Mayweather, the Company and FaceBank, Inc., effective as of July 31, 2019, as amended (the “Mayweather Agreement”). During the three months ended March 31, 2020, the Company issued 2,500 shares of its common stock with a fair value of $26,000 in exchange for consulting services. During the three months ended June 30, 2020, the Company issued 343,789 shares of its common stock with a fair value of $3.1 million in exchange for consulting services. Issuance of Common Stock for Exercise of Stock Options During the three months ended September 30, 2020, 226,740 options to purchase shares of the Company’s common stock were exercised for cash of approximately $0.3 million or $1.43 per share. Issuance of Common Stock for Employee Compensation On February 20, 2020, the Company issued 300,000 shares of its common stock to an officer of the Company at a fair value of $2.7 million, or $9.00 per share. During the three months ended March 31, 2020, the Company issued 200,000 shares of its common stock with a fair value of $1.6 million as compensation to service providers for services rendered. Share Purchase Agreement On July 10, 2020, we entered into a Share Purchase Agreement (the “SPA”) with C2A2 Corp. AG Ltd. and Aston Fallen (the “Purchaser”). Pursuant to the terms of the SPA, the Purchaser agreed to acquire all of the 1,000 shares of Facebank AG common stock, held by the Company. The transaction closed on July 10, 2020 and the Company redeemed an aggregate of 3,633,114 shares of the Company’s common stock at a redemption price of $0.0001 per share in exchange for 4,833,114 new shares of Company common stock at a sale price of $0.0001 per share, resulting in a net issuance of 1,200,000 new shares of the Company’s common stock. The Company recognized a gain of approximately $7.6 million on this transaction during the third quarter. Issuance of Common Stock in Connection with Convertible Notes During the three months ended September 30, 2020, the Company did not issue any shares of its common stock in connection with its convertible notes. During the nine months ended September 30, 2020, the Company issued 62,500 shares of its common stock with a fair value of approximately $0.3 million, respectively, in connection with the issuance of convertible notes. Equity Compensation Plan Information The Company’s 2014 Equity Incentive Stock Plan (the “2014 Plan”) provides for the issuance of up to 16,667 incentive stock options and nonqualified stock options to the Company’s employees, officers, directors, and certain consultants. The 2014 Plan is administered by the Company’s Board and has a term of 10 years. Contemporaneous with the closing of the Merger, the Company assumed 8,051,098 stock options issued and outstanding under the fuboTV Pre-Merger 2015 Equity Incentive Plan (the “2015 Plan”) with a weighted-average exercise price of $1.32 per share. From the Effective Time, such options may be exercised for shares of our common stock under the terms of the 2015 Plan. On April 1, 2020, the Company approved the establishment of the Company’s 2020 Equity Incentive Plan (the “Plan”). The Company created an incentive option pool of 12,116,646 shares of the Company’s Common Stock under the Plan. On October 8, 2020, the Company amended the Company’s Plan to increase the maximum aggregate number of shares available for issuance under the Plan by 19,000,000 shares (the “Pool Increase”). The Pool Increase is conditional upon shareholder approval at the next annual meeting of shareholders. On May 21, 2020, we established our Outside Director Compensation Policy to set forth guidelines for the compensation of our non-employee directors for their service on our Board of Directors. Stock-based compensation During the three and nine months ended September 30, 2020 the Company recognized stock-based compensation expense totaling $6.3 million and $24.1 million, respectively. No stock-based compensation was recognized during the three and nine months ended September 30, 2019. Options The Company provides stock-based compensation to employees, directors and consultants under the Plan. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model. The Company historically has been a private company and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The risk-free interest rate is determined by referencing the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. During the three and nine months ended September 30, 2020, the Company granted 1,394,860 and 7,141,899 options to purchase shares of the Company’s common stock under the Plan, respectively. During the nine months ended September 30, 2020, 280,000 options to purchase shares of the Company’s commons stock were granted outside of the Plan. No options were granted during the nine months ended September 30, 2019. The following was used in determining the fair value of stock options granted during the three months and nine months ended September 30, 2020: For the Three Months For the Nine Months Dividend yield - - Expected price volatility 45 % 45% - 57 % Risk free interest rate 0.23% - 0.38 % 0.23% - 0.58 % Expected term 5.3 - 6.1 5.3 - 6.1 Employees A summary of activity under the Plan for the nine months ended September 30, 2020 is as follows (in thousands, except share and per share amounts): Number of Shares Weighted Average Total Intrinsic Value Weighted Average Outstanding as of December 31, 2019 16,667 $ 28.20 $ - 7.3 Options assumed from Merger 8,051,098 $ 1.31 Granted 7,141,899 $ 8.79 Exercised (226,740 ) $ 1.43 Forfeited or expired (389,008 ) $ 0.83 Outstanding as of September 30, 2020 14,593,916 $ 4.99 $ 61,234 8.2 Options vested and exercisable as of September 30, 2020 6,081,567 $ 2.01 $ 42,736 6.9 The total fair value of stock options granted during the nine months ended September 30, 2020 was approximately $62.8 million. During the nine months ended September 30, 2020, 226,740 options were exercised with a weighted average fair value of approximately $0.3 million or $1.43 per share. As of September 30, 2020, the unrecognized stock-based compensation expense related to unvested options was approximately $50.6 million to be recognized over a period of 3.1 years. Market and Service Condition Based Options During the nine months ended September 30, 2020, 3,078,297 options were granted that vest on the earlier of each anniversary of the grant date or based on the achievement of pre-established parameters relating to the performance of the Company’s stock price (not included in table above). Stock based compensation expense is based on the estimated value of the awards on the grant date, and is recognized over the period from the grant date through the expected vest dates of each vesting condition, both of which were estimated based on a Monte Carlo simulation model applying the following key assumptions as of the grant date: Dividend yield — % Expected volatility 76.0 – 88.1 % Risk free rate 0.24 – 0.30 % Derived service period 1.59 – 1.91 A summary of activity under the Plan for market and service based stock options for the nine months ended September 30, 2020 is as follows (in thousands, except share and per share amounts): Number of Shares Weighted Average Total Intrinsic Value Weighted Average Outstanding as of December 31, 2019 - $ - $ - - Granted 3,078,297 $ 9.69 6.8 Outstanding as of September 30, 2020 3,078,297 $ 9.69 $ 450 6.6 Options vested and exercisable as of September 30, 2020 - $ 9.69 $ - 6.6 Non-employees During the three months ended March 31, 2020, in connection with the Mayweather Agreement, the Company granted options to purchase 280,000 shares of the Company’s common stock at an exercise price of $7.20 per share. This option has a fair value of $1,031,000, a five-year term and expires on December 21, 2024. These options were immediately vested as of the grant date. As part of the Merger, the Company also assumed 343,047 options granted to non-employees with a weighted average exercise price of $0.23 (included in table above). Stock-based compensation expense related to unvested non-employee options is immaterial as of September 30, 2020. There were no options granted to non-employees in the three months ended June 30, 2020 and September 30, 2020. Warrants A summary of the Company’s outstanding warrants as of September 30, 2020 are presented below (in thousands, except share and per share amounts): Number of Warrants Weighted Average Total Intrinsic Value Weighted Average Outstanding as of December 31, 2019 200,007 $ 13.31 $ - 0.2 Issued 9,538,526 $ 6.62 $ 23,119 1.7 Expired (200,000 ) $ - $ - - Outstanding as of September 30, 2020 9,538,533 $ 5.80 $ 32,670 2.6 Warrants exercisable as of September 30, 2020 9,538,533 $ 5.80 $ 32,670 2.6 On March 19, 2020, in connection with its Note Purchase Agreement (see Note 13), the Company issued the FB Loan Warrant, a warrant to purchase 3,269,231 shares of its common stock with a fair value of $15.6 million. On April 1, 2020, the Company issued 142,118 common stock warrants in connection with a $1.1 million convertible note. The exercise price is $7.74 with a 5-year term. On September 29, 2020, the Company entered into an amendment related to the common stock warrants and issued an additional 217,357 warrants. Under the terms of the amendment the 359,475 common stock warrants will have an amended exercise price of $3.06 per share. On April 23, 2020, the Company issued 55,172 warrants in connection with a $0.4 million convertible note. The exercise price is $9.00 with a 3-year term. Between May 11, 2020 and June 8, 2020, the Company issued 3,735,922 warrants in connection with Purchase Agreements with Investors with an exercise price of $7.00 with a 1.5-year term. On May 25, 2020, the Company issued to ARETE Wealth Management a warrant to purchase 275,000 shares of the Company’s common stock with an initial exercise price of $5.00 per share. Between August 20, 2020 and September 29, 2020, the Company issued 1,843,726 warrants in connection with Purchase Agreements with Investors with an exercise price of $9.25 with a 1.5-year term. | ||
FaceBank Group, Inc Pre-Merger [Member] | |||
Stockholders' Equity/ (Deficit) | Note 13 – Stockholders’ Equity / (Deficit) Preferred Stock Designations On March 20, 2020, FaceBank amended its Articles of Incorporation to withdraw, cancel and terminate the previously-filed (i) Certificate of Designation of with respect to 5,000,000 shares of its Series A Preferred Stock, par value $0.0001 per share, (ii) Certificate of Designation with respect to 1,000,000 shares of its Series B Preferred Stock, par value $0.0001 per share, (iii) Certificate of Designation with respect to 41,000,000 shares of its Series C Preferred Stock, par value $0.0001 per share and (iv) Certificate of Designation with respect to 1,000,000 shares of its Series X Preferred Stock, par value $0.0001 per share. Upon the withdrawal, cancelation and termination of such designations, all shares previously designated as Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series X Preferred Stock were returned to the status of authorized but undesignated shares of FaceBank’s Preferred Stock, par value $0.0001 per share. On March 20, 2020, in connection with the Merger, FaceBank filed an amendment to its Articles of Incorporation to designate 35,800,000 of its authorized preferred stock as “Series AA Convertible Preferred Stock” pursuant to a Certificate of Designation of Series AA Convertible Preferred Stock (the “Series AA Preferred Stock Certificate of Designation”). The Series AA Convertible Preferred Stock (the “Series AA Preferred Stock”) has no liquidation preference. The Series AA Preferred Stock is entitled to receive dividends and other distributions as and when paid on the Common Stock on an as converted basis. Each share of Series AA Preferred Stock is initially convertible into two shares of Common Stock, subject to adjustment as provided in the Series AA Preferred Stock Certificate of Designation and shall only be convertible immediately following the sale of such shares on an arms’-length basis either pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act or pursuant to an effective registration statement under the Securities Act. Each share of Series AA Preferred Stock shall have 0.8 votes per share (the “Voting Rate”) on any matter submitted to the holders of the Common Stock for a vote and shall vote together with the Common Stock on such matters for as long as the Series AA Preferred Stock is outstanding. The Voting Rate shall be subject to adjustment in the event of stock splits, stock combinations, recapitalizations reclassifications, extraordinary distributions and similar events. Common Stock Activity Issuance of Common Stock for Cash The Company raised approximately $2.3 million through issuances of an aggregate of 795,593 shares of its common stock in private placement transactions during the three months ended March 31, 2020 to investors. Issuance of Common Stock Related to PEC Acquisition During the three-months ended March 31, 2020, the Company issued 1,552,070 shares of its common stock in exchange for 3,727,080 shares of its subsidiary PEC. The interests exchange in PEC were previously recorded within noncontrolling interests and the transaction was accounted for as a reduction of $1.1 million of noncontrolling interests for the carrying value of those noncontrolling interests at the date of exchange with an offsetting increase in additional paid-in capital. Issuance of Common Stock for Services Rendered On January 1, 2020, the Company entered into the first amendment to a joint business development agreement and issued 200,000 shares of its restricted common stock with a fair value of $1.8 million in exchange for business development services. During the three months ended March 31, 2020, the Company issued 275,000 shares of its common stock with a fair value of $2.3 million in exchange for consulting services. During the three months ended March 31, 2020, the Company issued 62,500 shares of its common stock with a fair value of approximately $0.6 million in exchange for services rendered in connection with the Company’s amended Digital Likeness Development Agreement by and among Floyd Mayweather, the Company and FaceBank, Inc., effective as of July 31, 2019, as amended (the “Mayweather Agreement”). During the three months ended March 31, 2020, the Company issued 2,500 shares of its common stock with a fair value of $26,000 in exchange for consulting services. Issuance of Common Stock for Employee Compensation On February 20, 2020, the Company issued 300,000 shares of its common stock to an officer of the Company at a fair value of $2.7 million, or $9.00 per share. During the three months ended March 31, 2020, the Company issued 200,000 shares of its common stock with a fair value of $1.6 million as compensation to service providers for services rendered. Issuance of Common Stock in Connection with Convertible Notes During the three months ended March 31, 2020, the Company issued 7,500 shares of its common stock with a fair value of approximately $0.1 million in connection with the issuance of convertible notes. Equity Compensation Plan Information The Company’s 2014 Equity Incentive Stock Plan (the “2014 Plan”) provides for the issuance of up to 166,667 incentive stock options and nonqualified stock options to the Company’s employees, officers, directors, and certain consultants. The 2014 Plan is administered by the Company’s Board and has a term of 10 years. Contemporaneous with the closing of the Merger, the Company assumed 8,051,098 stock options issued and outstanding under the fuboTV Inc. 2015 Equity Incentive Plan (the “2015 Plan”) with a weighted-average exercise price of $1.32 per share. From an after the Effective Time, such options may be exercised for shares of our common stock under the terms of the 2015 Plan. On April 1, 2020, the Company approved the establishment of the FaceBank 2020 Equity Incentive Plan. The Company created an incentive option pool of 12,116,646 shares of FaceBank Common Stock under the Plan. On May 21, 2020, we established our Outside Director Compensation Policy to set forth guidelines for the compensation of our non-employee directors for their service on our board of directors. Options The fair value of the Company’s common stock was based upon the publicly quoted price on the date that the final approval of the awards was obtained. The Company does not expect to pay dividends in the foreseeable future so therefore the expected dividend yield is 0%. The expected term for stock options granted with service conditions represents the average period the stock options are expected to remain outstanding and is based on 10 years. The Company obtained the risk-free interest rate from publicly available data published by the Federal Reserve. The Company uses a methodology in estimating its volatility percentage from a computation that was based on a comparison of average volatility rates of similar companies to a computation based on the standard deviation of the Company’s own underlying stock price’s daily logarithmic returns. During the three months ended March 31, 2020, 280,000 options were granted outside of the Plan, and there were no options granted during the three months ended March 31, 2019. The following reflects the stock option activity for the three months ended March 31, 2020: Number of Shares Weighted Average Total Intrinsic Value Weighted Average Remaining Contractual Life Outstanding as of December 31, 2019 16,667 $ 28.20 $ - 8.1 Granted 280,000 $ 7.20 $ 322,000 4.7 Outstanding as of March 31, 2020 296,667 $ 8.38 $ 322,000 4.9 Options vested and exercisable as of March 31, 2020 296,667 $ 8.38 $ 322,000 4.9 During the three months ended March 31, 2020, in connection with the Mayweather Agreement, the Company granted options to purchase 280,000 shares of the Company’s common stock at an exercise price of $7.20 per share. This option has a fair value of $1,031,000, a five-year term and expires on December 21, 2024. As of March 31, 2020, there was no unrecognized stock-based compensation expense. Warrants A summary of the Company’s outstanding warrants as of March 31, 2020 are presented below: Number of Warrants Weighted Average Total Intrinsic Value Outstanding as of December 31, 2019 200,007 $ 12.15 $ - Issued 3,411,349 $ 5.11 $ 11,038,616 Expired (200,000 ) $ - $ - Outstanding as of March 31, 2020 3,411,356 $ 5.16 $ 11,038,616 Warrants exercisable as of March 31, 2020 3,411,356 $ 5.16 $ 11,038,616 On March 19, 2020, in connection with its Note Purchase Agreement (see Note 9), the Company issued the FB Loan Warrant, a warrant to purchase 3,269,231 shares of its common stock with a fair value of $15.6 million. On March 30, 2020, the Company issued 142,118 warrants in connection with a $1.1 million convertible note. The exercise price is $7.74 with a 5-year term. The Company received the proceeds from the convertible note on April 1, 2020 and will therefore record the balance sheet impact of this warrant and convertible note on April 1, 2020. | Note 14 - Stockholders’ Equity/ (Deficit) Authorized Share Capital The Company amended its articles of incorporation on January 9, 2019 to increase the authorized share capital to 400 million shares of common stock. Series A Preferred Shares The Company had no shares, par value $0.0001, of series A Preferred Shares, issued and outstanding at December 31, 2019 and 2018. Series A Preferred shares have no rights to receive dividends or any distributions, but each series A Preferred share entitles the holder to 100 votes relative to each share of common stock. Series A Preferred shares have no conversion rights. Series B Convertible Preferred Shares The Company had no shares, par value $0.0001, of series B Convertible Preferred Shares, issued and outstanding at December 31, 2019 and 2018. Series B Convertible Preferred shares have no rights to receive dividends or any distributions; however, each series B Convertible Preferred share entitles the holder to 1 vote relative to each share of common stock. Each series B Convertible Preferred share is convertible into 2 shares of common stock. Series B Convertible Preferred shares are also exempt from any adjustment to the conversion ratio in the event of a split or reverse stock split of the common stock. Series C Convertible Preferred Shares The Company had no shares, par value $0.0001, of series C Convertible Preferred Shares, issued and outstanding at December 31, 2019 and 2018. Series C Convertible Preferred shares have no rights to receive dividends or any distributions; however, each series C Convertible Preferred share entitles the holder to 1 vote relative to each share of common stock. Each series C Convertible Preferred share is convertible into 2 shares of common stock. Series C Convertible Preferred shares are also exempt from any adjustment to the conversion ratio in the event of a split or reverse stock split of the common stock. Series X Convertible Preferred Shares The Company had no shares, par value $0.0001, of Series X Convertible Preferred Shares, issued and outstanding at December 31, 2019 and 2018, respectively. Series X Convertible Preferred shares have the rights to receive dividends or any distributions on a “as-converted basis” and also each Series X Convertible Preferred stockholder held the right to 1 vote relative to each stockholder of common stock, on a “as-converted basis.” Each Series X Convertible Preferred share is convertible into 15 shares of common stock. On February 28, 2019, the 1,000,000 Series X Preferred Shares automatically converted into 15,000,000 shares of common stock. Common Stock Activity Issuance of Common Stock for Cash In March 2019, the Company raised $1.1 million in a private placement transaction by issuing 93,910 shares of its common stock for $11.28 per share to a Hong Kong-based family office group. The Company contemporaneously issued warrants to purchase an additional 200,000 shares of common stock to the investor in this transaction. The warrants feature an exercise price of $11.31 per share, and may be exercised at any time prior to March 31, 2020. The warrants were determined to be equity instruments and are therefore classified within stockholders’ equity in accordance with ASC 815. The Company raised an additional $2.5 million through issuances of an aggregate of 1,028,497 shares of its common stock in private placement transactions during the year ended December 31, 2019 to several other investors. During the year ended December 31, 2018, the Company issued 623,578 shares of common stock for proceeds of $3.2 million Issuance of Common Stock to Settle a Lease Dispute During the year ended December 31, 2019, the Company issued 18,935 shares of its common stock, at a fair value of approximately $0.1 million or $6.90 per share, to settle a lease dispute. Issuance of Common Stock for Acquisitions During the year ended December 31, 2019, the Company issued 2,500,000 shares of its common stock, at a fair value of approximately $19.95 million, or approximately $7.98 per share, related to its acquisition of Facebank AG and Nexway. During the year ended December 31, 2019, the Company issued 2,503,333 shares of its common stock in exchange for 40,991,276 shares of its subsidiary PEC. The interests exchange in PEC were previously recorded within noncontrolling interests and the transaction was accounted for as a reduction of approximately $4.0 million of noncontrolling interests for the carrying value of those noncontrolling interests at the date of exchange with an offsetting increase in additional paid-in capital. Issuance of Common Stock for Services Rendered During the year ended December 31, 2019, the Company issued 15,009 shares of its common stock at a fair value of approximately $0.1 million or $6.72 per share for services rendered. During the year ended December 31, 2019, the Company issued 20,000 shares of its common stock at a fair value of approximately $200,000 or $10.00 per share in connection with a consulting agreement. Issuance of Common Stock for Cancellation of a Consulting Agreement During the year ended December 31, 2019, the Company issued 2,000 shares of its common stock at a fair value of approximately $13,000 or $6.59 per share in connection with the cancellation of a consulting agreement. Issuance of Common Stock to Satisfy Investment Obligation On October 24, 2019, the Company satisfied its obligations under its investment agreement with Panda Productions (HK) Limited by issuing 175,000 common shares, in lieu of its obligation to fund an additional $1.0 million in cash. On October 24, 2019, the fair value of the 175,000 shares was approximately $1.9 million or $10.96 per share, and the additional $0.9 million was recorded as a loss on investment during the year ended December 31, 2019. Issuance of Common Stock and Options for Employee Services During the year ended December 31, 2018, the Company issued an aggregate of 407,943 shares of fully vested common stock at an aggregate fair value of $3.3 million to various non-employee service providers. On February 1, 2018, the Company granted options to purchase 16,667 shares of common stock to Alex Bafer, the Company’s Chief Executive Officer from February 1, 2018 until August 8, 2018. The options have a 10-year term and an exercise price of $28.20. The fair value of the options on the grant date was $470,000. Issuance of Common Stock for Commitment Fee During the year ended December 31, 2018 pursuant to securities purchase agreements with Auctus Fund, the Company issued 6,667 shares to Auctus as a commitment fee valued at $118,000. Issuance of Common Stock upon Conversion of Note Payable During the year ended December 31, 2019, the Company issued 16,666 shares of its common stock with a fair value of $50,000, or $3.00 per share, upon the contractual conversion of principal of a convertible note payable. During the year ended December 31, 2018, the Company issued 4,334 shares of its common stock with a fair value of $18,000 upon the contractual conversion of principal of a convertible note payable. Issuance of Common Stock for Cashless Exercise of Warrants During the year ended December 31, 2018, the Company issued 15,606 shares of its common stock upon the cashless exercise of warrants. The Company intended to issue 5,114 shares related to this cashless exercise, however, the actual shares issued totaled 15,606. The Company recorded a loss of approximately $94,000 on the additional 10,492 shares which were issued erroneously. The 10,492 shares were canceled during the year ending December 31, 2019. Issuance of Common Stock Upon Exchange of Series A Preferred Stock During the year ended December 31, 2018 the Company issued 3,633,333 shares of its common stock upon the exchange of 5,000,000 shares of Series A Preferred Stock pursuant to the terms of the certificate of designation of the Series A Preferred Stock. The quantity of common stock issued was determined by reference to the preferential voting and financial participation rights of the Series A preferred Stockholder. Issuance of Common Stock Upon Conversion of Series B Preferred Stock During the year ended December 31, 2018 the Company issued 66,667 shares of common stock upon the contractual conversion of 1,000,000 shares of Series B Convertible Preferred Stock pursuant to the terms of the certificate of designation of the Series B Convertible Preferred Stock. Issuance of Common Stock Upon Conversion of Series C Convertible Preferred Stock During the year ended December 31, 2018 the Company issued 94,966 shares of common stock upon the contractual conversion of 1,424,491 shares of Series C Convertible Preferred Stock pursuant to the terms of the certificate of designation of the Series C Convertible Preferred Stock. Issuance of Series X Convertible Preferred Stock for Business Acquisition During the year ended December 31, 2018 the Company issued 1,000,000 shares of Series X Convertible Preferred stock to the selling shareholder as consideration in the acquisition of EAI. The series X Convertible Preferred shares are convertible into an aggregate of 15,000,000 shares of common stock. Issuance of Common Stock for Purchase of Asset In November 2018, the Company acquired Namegames LLC pursuant to an agreement dated February 1, 2018 and issued 23,360 shares of common stock with an aggregate issuance date fair value of $658,000 (Note 5). Equity Compensation Plan Information The Company has adopted a 2014 Equity Incentive Stock Plan (the “Plan”). The Plan provides for the issuance of up to 166,667 incentive stock options and nonqualified stock options to the Company’s employees, officers, directors, and certain consultants. The Plan is administered by the Company’s Board, and has a term of 10 years. Options The fair value of the Company’s common stock was based upon the publicly quoted price on the date that the final approval of the awards was obtained. The Company does not expect to pay dividends in the foreseeable future so therefore the expected dividend yield is 0%. The expected term for stock options granted with service conditions represents the average period the stock options are expected to remain outstanding and is based on 10 years. The Company obtained the risk-free interest rate from publicly available data published by the Federal Reserve. The Company uses a methodology in estimating its volatility percentage from a computation that was based on a comparison of average volatility rates of similar companies to a computation based on the standard deviation of the Company’s own underlying stock price’s daily logarithmic returns. There were no options granted during the year ended December 31, 2019. The grant date fair value of stock options granted during year ended December 31, 2018 was approximately $470,000. The fair value of options granted during the year ended December 31, 2018 were estimated using the following weighted-average assumptions: Year ended December 31, 2018 Exercise price $ 28.20 Expected stock price volatility 222 Risk-free rate of interest 2.78 Term (years) 10.0 A summary of option activity under the Company’s employee stock option plan for years ended December 31, 2018 and 2019 are presented below: Number of Shares Weighted Average Total Intrinsic Value Weighted Average Remaining Contractual Life Outstanding as of December 31, 2017 - $ - $ - - Granted 16,667 28.20 - 9.1 Outstanding as of December 31, 2018 16,667 $ 28.20 $ - 9.1 Outstanding as of December 31, 2019 16,667 $ 28.20 $ - 8.1 Options vested and exercisable as of December 31, 2019 16,667 $ 28.20 $ - 8.1 As of December 31, 2019, there was no unrecognized stock-based compensation expense. Warrants A summary of the Company’s outstanding warrants as of December 31, 2019 and 2018 are presented below: Number of Warrants Weighted Average Total Intrinsic Value Weighted Average Remaining Contractual Life Outstanding as of December 31, 2017 3,015 $ 15.00 $ - 4.7 Exercised (3,008 ) 15.00 - Outstanding as of December 31, 2018** 7 $ 24,000.00 $ - 2.9 Issued 200,000 11.31 - 0.2 Outstanding as of December 31, 2019 200,007 $ 12.15 $ - 0.2 Warrants exercisable as of December 31, 2019 200,007 $ 12.15 $ - 0.2 ** The warrants outstanding as of December 31, 2018 had an original exercise price of $0.80. In January 2017, the Company executed a 1-for-10,000 reverse split, that resulted in an exercise price of $800. Following the 1 for 30 reverse split in February 2019, the exercise price is currently $24,000 per share. During the year ended December 31, 2018, 3,008 warrants were converted to 15,606 shares in a cashless exercise. The Company recorded $94,000 loss on the excess shares issued for this transaction. |
Leases (FaceBank Group, Inc. Pr
Leases (FaceBank Group, Inc. Pre-Merger) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Leases | 18. Leases On February 14, 2019, the Company entered into a lease for offices in Jupiter, Florida. The lease had an initial term of 18 months commencing March 1, 2019 until August 31, 2020 with a base annual rent of $89,000. The Company had an option to extend the lease for another year until August 31, 2021 for annual rent of $95,000 and a second option for an extension until August 31, 2022 for annual rent of $98,000. The Company recorded the lease obligations in accordance with ASC 842. As of August 31, 2020, the Company did not extend the lease term and the lease was terminated. As part of the acquisition of Nexway on September 19, 2019, the Company recognized right of use assets of $3.6 million and lease liabilities of $3.6 million associated with an operating lease obtained in the acquisition. At December 31, 2019, the Company had operating lease liabilities of $3.5 million and right of use assets of $3.5 million recorded in the consolidated balance sheet. At March 31, 2020, the Company deconsolidated its investment in Nexway and accordingly, reduced its operating lease liabilities and right of use assets to $0. As part of the acquisition of fuboTV Pre-Merger on April 1, 2020, the Company recognized right of use assets and lease liabilities of $5.4 million for three operating leases. fuboTV Pre-Merger had entered into a lease agreement in April 2017 for approximately 10,000 square feet of office space in New York, NY. The lease commenced in April 2017 and the initial term of the lease is for a period of ten years with an option to renew for an additional five years. The renewal option is not considered in the remaining lease term as the Company is not reasonably certain that it will exercise such option. On January 30, 2018, the Company amended their lease agreement to add approximately 6,600 square feet of office space. The lease term commenced in February 2018 and is effective through March 2021. In February 2020, fuboTV Pre-Merger entered into a sublease with Welltower, Inc. to lease approximately 6,300 square feet of office space in New York, NY. The lease commenced in March 2020 and is effective through July 30, 2021. The annual rent for the space is $455,000. The components of lease expense were as follows: Three Months Ended Nine Months Ended Operating leases Operating lease cost $ 312 $ 623 Variable lease cost - - Operating lease expense 312 623 Short-term lease rent expense - - Total rent expense $ 312 $ 623 Supplemental cash flow information related to leases were as follows: Three Months Ended Nine Months Ended Operating cash flows from operating leases $ 305 $ 610 Right-of-use assets exchanged for operating lease liabilities $ 5,373 $ 5,373 As of September 30, 2020, future minimum payments for the operating leases are as follows: Year Ended December 31, 2020 $ 305 Year Ended December 31, 2021 1,030 Year Ended December 31, 2022 778 Year Ended December 31, 2023 805 Year Ended December 31, 2024 805 Thereafter 2,111 Total 5,834 Less present value discount (934 ) Operating lease liabilities $ 4,900 | ||
FaceBank Group, Inc Pre-Merger [Member] | |||
Leases | Note 14 – Leases On February 14, 2019, the Company entered into a lease for offices in Jupiter, Florida. The lease has an initial term of 18 months commencing March 1, 2019 until August 31, 2020 with a base annual rent of $89,437. The Company has an option to extend the lease for another year until August 31, 2021 for an annual rent of $94,884 and a second option for a further annual extension until August 31, 2022 for an annual rent of $97,730. The Company recorded the lease obligations in accordance with ASC 842. As part of the acquisition of Nexway on September 19, 2019, the Company recognized right of use assets of $3.6 million and lease liabilities of $3.6 million associated with operating lease obtained in the acquisition. At March 31, 2020, the Company deconsolidated its investment in Nexway and accordingly, reduced its operating lease liabilities and right of use assets to zero. The following summarizes quantitative information about the Company’s Florida operating lease (amounts in thousands, except lease term and discount rate): For the Three Months Ended March 31, 2020 Operating leases Operating lease cost $ 98 Variable lease cost 73 Operating lease expense 171 Short-term lease rent expense - Total rent expense $ 171 Operating cash flows from operating leases $ 75 Right-of-use assets exchanged for operating lease liabilities $ 125 Weighted-average remaining lease term – operating leases 0.4 Weighted-average monthly discount rate – operating leases 0.8 % The Company’s operating lease expires on August 31, 2020 and the remaining liability totals $37,000. The Company has decided not to extend the lease. | Note 15 - Leases On February 14, 2019, the Company entered into a lease for new offices in Jupiter, Florida. The lease has an initial term of 18 months commencing March 1, 2019 until August 31, 2020 with a base annual rent of $89,437. The Company has an option to extend the lease for another year until August 31, 2021 for an annual rent of $94,884 and a second option for a further annual extension until August 31, 2022 for an annual rent of $97,730. The Company recorded the lease obligations in accordance with ASC 842. As part of the Nexway acquisition on September 19, 2019, the Company recognized right of use assets of $3.6 million and lease liabilities of $3.6 million associated with operating lease obtained in the acquisition. At December 31, 2019, the Company had operating lease liabilities of $3.5 million and right of use assets of $3.5 million, respectively, recorded in the accompanying consolidated balance sheet. The following summarizes quantitative information about the Company’s operating leases (amounts in thousands, except lease term and discount rate): For the Year Ended December 31, 2019 Operating leases Operating lease cost $ 259 Variable lease cost 56 Operating lease expense 315 Short-term lease rent expense - Total rent expense $ 315 Operating cash flows from operating leases $ 281 Right-of-use assets exchanged for operating lease liabilities $ 3,719 Weighted-average remaining lease term – operating leases 7.8 Weighted-average discount rate – operating leases 8.0 % Maturities of the Company’s operating leases, are as follows (amounts in thousands): Year Ended December 31, 2020 $ 862 Year Ended December 31, 2021 769 Year Ended December 31, 2022 465 Year Ended December 31, 2023 465 Thereafter 2,326 Total 4,887 Less present value discount (1,367 ) Operating lease liabilities $ 3,520 |
Commitments and Contingencies (
Commitments and Contingencies (FaceBank Group, Inc. Pre-Merger) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies | 19 . Commitments and Contingencies The Company may be involved in certain legal proceedings that arise from time to time in the ordinary course of its business. When the Company determines that a loss is both probable and reasonably estimable, a liability is recorded and disclosed if the amount is material to the financial statements taken as a whole. When a material loss contingency is only reasonably possible, the Company does not record a liability, but instead discloses the nature and the amount of the claim, and an estimate of the loss or range of loss, if such an estimate can reasonably be made. Legal expenses associated with any contingency are expensed as incurred. In connection with closed litigation on two separate matters that resulted in judgments against PEC, a majority interest of which was subsequently purchased by the Company, we have accrued $0.5 million which remains on the balance sheet as a liability at September 30, 2020 and December 31, 2019. The Company, on behalf of its subsidiary, is in settlement discussions with the parties. On August 27, 2018, plaintiff Scott Meide filed a complaint in the United States District Court for the Middle District of Florida, Jacksonville Division against PEC, now one of our majority-owned subsidiaries, naming its former officers, among others, as defendants. The plaintiff’s claims are based on three investments: (i) the purchase of 750,000 restricted shares from PEC for the amount of $300,000 on July 18, 2014; (ii) the purchase of 800,000 shares of PEC from defendant Gregory Centineo in July 2015; and (iii) an investment in Evolution AI Corporation in 2018 in the amount of $75,000. Until recently, Mr. Meide was proceeding pro se On June 29, 2020, an attorney entered an appearance for Mr. Meide and filed (i) a motion to substitute Jacksonville Injury Center, LLC as the plaintiff and (ii) a motion for leave to file an amended complaint. All of the defendants have filed oppositions to the motion to substitute and motion for leave to amend. The proposed new complaint continues to allege fraud, but also purports to plead a shareholder derivative lawsuit in connection with a claim of an improper transfer of assets to the Company. The new proposed complaint also names the Company as a new defendant. Discovery in the matter has been stayed since July of 2019. The matter is set for trial in September of 2020, but we do not expect the trial to go forward given the pending motions to dismiss and stay of discovery. On September 4, 2020, the court entered an order dismissing with prejudice Mr. Meide’s claim for federal securities fraud. In its order, the court directed the clerk of court to enter judgment in favor of PEC and related defendants on Mr. Meide’s claim for federal securities fraud. The court also denied Mr. Meide’s attempt to file a third amended complaint or substitute plaintiffs in the action. The court dismissed without prejudice the remaining state law claims on the ground that the court declined to exercise supplemental jurisdiction over them. The state law claims may be reasserted in state court. The court also reserved jurisdiction to determine whether an award of sanctions against Mr. Meide is appropriate. The court has ordered the parties to mediation with respect to the issue of sanctions and, in the event that the mediation is unsuccessful, the court has indicated that it will set a deadline for the filing of any motions for an award of sanctions against Mr. Meide. The court-ordered mediation is set for December 10, 2020 On June 8, 2020, Andrew Kriss and Eric Lerner (the “Plaintiffs”) filed a Summons with Notice in the Supreme Court of the State of New York, Nassau County naming as defendants the Company, PEC, John Textor and Frank Patterson, among others (Index No. 605474/20). On November 12, 2020, Plaintiffs filed a Complaint, which asserts claims for breach of express contract and implied duties, fraud in the inducement, unjust enrichment, conversion, declaratory relief, fraud and fraudulent conveyance. The claims arise from an alleged relationship between Plaintiffs and defendant PEC. Plaintiffs seek monetary damages in an amount to be proven at trial, but not less than six million dollars ($6,000,000). The Company intends to vigorously defend this litigation. | ||
FaceBank Group, Inc Pre-Merger [Member] | |||
Commitments and Contingencies | Note 15 – Commitments and Contingencies Litigation The Company may be involved in certain legal proceedings that arise from time to time in the ordinary course of its business. Legal expenses associated with any contingency are expensed as incurred. In connection with closed litigation on two separate matters that resulted in judgments against PEC, a majority interest of which was subsequently purchased by the Company, we have accrued $524,000 which remains on the balance sheet as a liability at March 31, 2020 and December 31, 2019. The Company, on behalf of its subsidiary, is in settlement discussions with the parties. On August 27, 2018 plaintiff, Scott Meide, filed a pro se (unrepresented by counsel) complaint in the United States District Court for the Middle District of Florida, Jacksonville Division, against PEC, now a subsidiary of the Company, naming its former officers among others as defendants. The Company’s position is that the pro se Complaint is defamatory, without merit in fact or law and represents an extortive attempt to coerce payment under threat of reputational harm. The Company’s subsidiaries and affiliates filed a motion to dismiss on September 25, 2018. On July 24, 2019, all counts of the complaint were dismissed in favor of the Company’s subsidiaries and affiliates. Mr. Meide was afforded the opportunity to file an amended complaint for a portion of his claims, and such amendment was filed on September 24, 2019. On October 6, 2019, Judge Marcia Morales Howard ordered Mr. Meide’s amended complaint stricken, describing the filing as insufficient and having failed to identify facts necessary to support its allegations, and offering Mr. Meide “one final opportunity to properly state his claims” with an amended complaint. Mr. Meide’s third attempt to submit a sufficient complaint was filed on November 1, 2019. The Company’s subsidiaries and affiliates plan to reaffirm their motions to dismiss and the Company believes Mr. Meide’s final amended complaint will also be dismissed. The Company plans to the ask the court for an award of sanctions and attorney fees in connection with Mr. Meide’s filing of a frivolous lawsuit. | Note 16 - Commitments and Contingencies Litigation The Company may be involved in certain legal proceedings that arise from time to time in the ordinary course of its business. Legal expenses associated with any contingency are expensed as incurred. In connection with closed litigation on two separate matters that resulted in judgments against PEC, a majority interest of which was subsequently purchased by the Company, we have accrued $524,000 which remains on the balance sheet as a liability at December 31, 2019 and 2018. The Company, on behalf of its subsidiary, is in settlement discussions with the parties. On August 27, 2018 plaintiff, Scott Meide, filed a pro se (unrepresented by counsel) complaint in the United States District Court for the Middle District of Florida, Jacksonville Division, against PEC, now a subsidiary of the Company, naming its former officers among others as defendants. The Company’s position is that the pro se Complaint is defamatory, without merit in fact or law and represents an extortive attempt to coerce payment under threat of reputational harm. The Company’s subsidiaries and affiliates filed a motion to dismiss on September 25, 2018. On July 24, 2019, all counts of the complaint were dismissed in favor of the Company’s subsidiaries and affiliates. Mr. Meide was afforded the opportunity to file an amended complaint for a portion of his claims, and such amendment was filed on September 24, 2019. On October 6, 2019, Judge Marcia Morales Howard ordered Mr. Meide’s amended complaint stricken, describing the filing as insufficient and having failed to identify facts necessary to support its allegations, and offering Mr. Meide “one final opportunity to properly state his claims” with an amended complaint. Mr. Meide’s third attempt to submit a sufficient complaint was filed on November 1, 2019. The Company’s subsidiaries and affiliates plan to reaffirm their motions to dismiss and the Company believes Mr. Meide’s final amended complaint will also be dismissed. The Company plans to the ask the court for an award of sanctions and attorney fees in connection with Mr. Meide’s filing of a frivolous lawsuit. On June 25, 2018, prior to our acquisition of a majority interest in PEC, an office space vendor filed a complaint against such company (Case#: CIV1802192) in the Superior Court of the State of California, Marin County asserting breach of contract, breach of implied covenant of good faith and fair dealing, intentional misrepresentation, and negligent misrepresentation. The Company’s subsidiary then responded with affirmative defenses on September 27, 2018. The Company reached an out of court settlement on December 19, 2018 with the vendor and the case was dismissed on January 24, 2019. During the year ended December 31, 2019, the Company issued 18,935 shares of its common stock, at a fair value of approximately $0.1 million or $6.90 per share, in connection with this lease settlement. |
Acquisition of fuboTV (FaceBank
Acquisition of fuboTV (FaceBank Group, Inc. Pre-Merger) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Acquisition of fuboTV | 4. Acquisitions On April 1, 2020, we completed the Merger, as described in Note 1. In accordance with the terms of the Merger Agreement, all of the capital stock of fuboTV Pre-Merger was converted, at a stock exchange ratio of 1.82, into the right to receive 32,324,362 shares of Series AA Convertible Preferred Stock, a newly-created class of our Preferred Stock. Pursuant to the Series AA Certificate of Designation, each share of Series AA Convertible Preferred Stock is convertible into two shares of the Company’s common stock only in connection with the sale of such shares on an arms’-length basis either pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act or pursuant to an effective registration statement under the Securities Act. As of September 30, 2020, 31,611,147 shares of Series AA Convertible Preferred Stock were issued. In addition, each outstanding option to purchase shares of common stock of fuboTV Pre-Merger was assumed by FaceBank Pre-Merger and converted into options to acquire FaceBank Pre-Merger’s common stock at a stock exchange ratio of 3.64. In accordance with the terms of the Merger Agreement, the Company assumed 8,051,098 stock options issued and outstanding under the fuboTV Pre-Merger’s 2015 Equity Incentive Plan (the “2015 Plan”) with a weighted-average exercise price of $1.32 per share. From and after the Effective Time, such options may be exercised for shares of the Company’s common stock under the terms of the 2015 Plan. The preliminary purchase price for the merger was determined to be $576.1 million, which consists of (i) $530.1 million market value ($8.20 per share stock price of the Company as of April 1, 2020) of 64.6 million common shares, (ii) $36.0 million related to the fair value of outstanding options vested prior to the Merger and (iii) $10.0 million related to the effective settlement of a preexisting loan receivable from fuboTV Pre-Merger. No gain or loss was recognized on the settlement as the loan was effectively settled at the recorded amount. Transaction costs of $0.9 million were expensed as incurred. The Company accounted for the Merger as a business combination under the acquisition method of accounting. FaceBank Pre-Merger was determined to be the accounting acquirer based upon the terms of the Merger Agreement and other factors including: (i) FaceBank Pre-Merger’s stockholders owned approximately 57% of the voting common shares of the combined company immediately following the closing of the Merger (54% assuming the exercise of all vested stock options as of the closing of the transaction) and (ii) directors appointed by FaceBank Pre-Merger would hold a majority of board seats in the combined company. The following table presents a preliminary allocation of the purchase price to the net assets acquired, inclusive of intangible assets, with the excess fair value recorded to goodwill. The goodwill, which is not deductible for tax purposes, is attributable to the assembled workforce of fuboTV Pre-Merger, planned growth in new markets, and synergies expected to be achieved from the combined operations of FaceBank Pre-Merger and fuboTV Pre-Merger. The goodwill established will be included within a new fuboTV reporting unit. These estimates are provisional in nature and adjustments may be recorded in future periods as appraisals and other valuation reviews are finalized. During the nine months ended September 30, 2020, the Company continued finalizing its valuations of the assets acquired and liabilities assumed in the April 1, 2020 acquisition of fuboTV based on new information obtained about facts and circumstances that existed as of the acquisition date. During the three months ended September 30, 2020, the Company recorded preliminary measurement period adjustments, mainly to reduce its acquisition date goodwill by approximately $65.3 million and the corresponding net deferred tax liability based on an estimate of the realizability of deferred tax assets acquired in the merger and the resulting impact on the Company’s valuation allowance of its deferred tax assets. The Company is continuing to gather information about the realizability of its deferred tax assets and this initial estimate may be subject to change during the measurement period. Any necessary adjustments will be finalized within one year from the date of acquisition (in thousands). Fair Value Assets acquired: Cash and cash equivalents $ 8,040 Accounts receivable 5,831 Prepaid expenses and other current assets 976 Property & equipment 2,042 Restricted cash 1,333 Other noncurrent assets 397 Operating leases - right-of-use assets 5,395 Intangible assets 243,612 Deferred tax assets 252 Goodwill 493,847 Total assets acquired $ 761,725 Liabilities assumed Accounts payable $ 51,687 Accounts payable – due to related parties 14,811 Accrued expenses and other current liabilities 50,249 Accrued expenses and other current liabilities – due to related parties 30,913 Long term borrowings - current portion 5,625 Operating lease liabilities 5,395 Deferred revenue 8,809 Long-term debt, net of issuance costs 18,125 Total liabilities assumed $ 185,614 Net assets acquired $ 576,111 The fair values of the intangible assets acquired were determined using the income and cost approaches. The fair value measurements were primarily based on significant inputs that are not observable in the market and thus represent Level 3 measurements as defined in ASC 820. The relief from royalty method was used to value the software and technology and tradenames. The relief from royalty method is an application of the income method and estimates fair value for an asset based on the expected cost to license a similar asset from a third-party. Projected cash flows are discounted at a required rate of return that reflects the relative risk of achieving the cash flow and the time value of money. The cost approach, which estimates value by determining the current cost of replacing an asset with another of equivalent economic utility, was used for customer relationships. The cost to replace a given asset reflects the estimated reproduction or replacement cost for these customer related assets. The estimated useful lives and fair value of the intangible assets acquired are as follows (in thousands): Estimated (in Years) Fair Value Software and technology 9 $ 181,737 Customer relationships 2 23,678 Tradenames 9 38,197 Total $ 243,612 The deferred tax assets represent the deferred tax impact associated with the differences in book and tax basis, including incremental differences created from the preliminary purchase price allocation and acquired net operating losses. Deferred taxes associated with estimated fair value adjustments reflect an estimated blended federal and state tax rate, net of tax effects on state valuation allowances. For balance sheet purposes, where U.S. tax rates were used, rates were based on recently enacted U.S. tax law. The effective tax rate of the combined company could be significantly different (either higher or lower) depending on post-merger activities, including cash needs, the geographical mix of income, and changes in tax law. This determination is preliminary and subject to change based upon the final determination of the fair value of the acquired assets and assumed liabilities of fuboTV Pre-Merger. For the nine month period ended September 30, 2020, our condensed consolidated statement of operations included $112.7 million of revenues and a net loss of $274.1 million, which included non-cash goodwill and intangible asset impairment charges of $236.7 million for the legacy Facebank reporting unit, a $20.6 million benefit for income taxes associated with the legacy Facebank reporting unit and a $7.6 million gain on the sale of Facebank AG. Net loss attributable to common stockholders for the nine months ended September 30, 2020 reflects $1.2 million of interest expense associated with a short-term loan issued in connection with the Merger. The following unaudited pro forma consolidated results of operations assume that the acquisition of fuboTV Pre-Merger was completed as of January 1, 2019 (in thousands, except per share data). Nine months ended September 30 2020 2019 Total revenues $ 163,716 $ 99,321 Net loss attributable to common stockholders $ (448,412 ) $ (164,303 ) Pro forma data may not be indicative of the results that would have been obtained had these events occurred at the beginning of the periods presented, nor is it intended to be a projection of future results. | ||
FaceBank Group, Inc Pre-Merger [Member] | |||
Acquisition of fuboTV | Note 16 – Acquisition of fuboTV As described in Note 1, on April 1, 2020, we consummated the acquisition of Pre-Merger fuboTV by the merger of Merger Sub into fuboTV, whereby fuboTV continued as the surviving corporation and became a wholly-owned subsidiary of FaceBank pursuant to the terms of the Merger Agreement. In accordance with the terms of the Merger Agreement, all of the capital stock of fuboTV was converted into the right to receive 32,324,362 shares Series AA Preferred Stock, a newly-created class of stock. Pursuant to the Series AA Certificate of Designation, each share of Series AA Preferred Stock is convertible into two (2) shares of FaceBank’s common stock. In addition, each outstanding option to purchase shares of common stock of fuboTV was assumed by FaceBank and converted into an option to acquire FaceBank’s common stock. In addition, in accordance with the terms of the Merger Agreement, at the Effective Time the Company assumed 8,051,098 stock options issued and outstanding under the fuboTV Inc. 2015 Equity Incentive Plan (the “2015 Plan”) with a weighted-average exercise price of $1.32 per share. From and after the Effective Time, such options may be exercised for shares of FaceBank’s common stock under the terms of the 2015 Plan. The preliminary purchase price amounted to $596.1 million which represents the $529.7 market value ($8.20 per share as of April 1, 2020) of 64.6 million common shares plus the $66.4 million value of 8.1 million stock options on an as-converted basis. This preliminary purchase price excludes transaction costs. The Company will account for the Merger as a business combination under the acquisition method of accounting. As such, the purchase price will be allocated to the net assets acquired, inclusive of intangible assets, with any excess fair value recorded to goodwill. Since the closing date of the acquisition occurred subsequent to the end of the reporting period, the allocation of purchase price to the underlying net assets has not yet been completed. The Company will reflect the preliminary purchase price allocation in its consolidated financial statements for the year ending December 31, 2020. | Note 5 – Acquisitions EAI acquisition The EAI acquisition which occurred on August 8, 2018, was accounted for using acquisition method of accounting. The aggregate of the purchase price, plus net liabilities assumed was allocated to separately identifiable assets and the excess was recorded as goodwill. The preliminary allocation of the purchase price was based upon a valuation for which the estimates and assumptions are subject to change during the one-year measurement period, which ended August 7, 2019. During the year ended December 31, 2019, the Company recorded a measurement period adjustment to reduce acquisition date accrued expenses by $1.9 million, which resulted in a corresponding decrease to goodwill. In addition, during the year ended December 31, 2019, the Company recorded a lease settlement liability measurement period adjustment of $0.1 million which should have been accrued at the time of the acquisition. This lease settlement liability was settled during the first quarter of 2019 with the issuance of 18,935 shares (see Note 14). The Company allocated the purchase consideration to the fair value of the assets acquired and liabilities assumed as summarized in the table below (in thousands except for share and per share amounts): Fair Value Consideration Paid: Series X Convertible Preferred Stock (1,000,000 shares at a fair value of $211.50 per share) $ 211,500 Purchase Price Allocation: Property and equipment 22 Accounts payable (2,291 ) Accrued expenses (3,205 ) Notes payable (in default) (3,634 ) Warrant liability (4,437 ) Due to related parties and affiliates (295 ) Net liabilities assumed (13,840 ) Excess allocated to Human animation technologies 123,436 Trademark and trade names 7,746 Animation and visual effects technologies 6,016 Digital asset library 6,255 Intangible assets 143,453 Deferred tax liability (36,944 ) Non- controlling interest (29,224 ) Goodwill 148,055 Total Purchase Price $ 211,500 Proforma (Unaudited) The following unaudited pro forma financial information presents combined results of operations as if the acquisition of Evolution AI Corporation and Pulse Evolution Corporation had occurred on January 1, 2018: Year Ended Operating Revenues $ 294 Net (Loss) Income $ (15,142 ) Proforma EPS* - basic $ (0.78 ) Proforma EPS* - dilutive $ (0.78 ) *assumes Series X Preferred stock is converted into common stock Facebank AG acquisition On August 15, 2019, the Company acquired 100% of the issued and outstanding capital stock of Facebank AG in exchange for 2,500,000 shares of common stock, par value $0.0001 per share, of the Company. The acquisition was accounted for using the acquisition method accounting. The fair value of the Company’s common stock transferred as consideration in the acquisition was $19.95 million, which was determined using the closing Price of the Company’s stock as traded on the OTC. Facebank AG is a privately-owned Swiss holding company which, at the time of acquisition, owned a minority interest in Nexway AG, and had entered into a binding agreement to acquire an aggregate 62.3% majority interest in Nexway AG. On September 16, 2019, Facebank AG completed its acquisition of a majority interest in Nexway AG, which is further discussed below. Facebank AG also owns 100% of SAH, a French joint stock company and investor in the global luxury, entertainment and celebrity focused industries that directly or indirectly holds investments in multiple other subsidiaries. The acquisition of Facebank AG was considered immaterial as defined by ASC 805, Business Combinations Purchase Price Allocation The following table summarizes the preliminary allocation of the purchase price to the assets acquired and liabilities assumed for the Facebank AG acquisition (in thousands): Cash $ 329 Accounts receivable 3,709 Property and equipment 16 Investments 5,671 Financial assets as fair value 2,275 Intangible assets – customer relationships 2,241 Intangible assets – intellectual property 1,215 Intangible assets – trade names and trademarks 843 Goodwill 28,541 Accounts payable (64 ) Accrued expenses (802 ) Deferred taxes (1,161 ) Long-term borrowings (22,863 ) Stock purchase price $ 19,950 The liabilities assumed in the acquisition include long-term borrowings with an acquisition-date fair value of $22.9 million. SAH is the borrower under a EUR 20.0 million bond due March 31, 2014 and an interest rate of 7%. The principal amount outstanding under the borrowing was EUR 14.5 million and EUR 16.7 million at August 15, 2019 (acquisition date) and December 31, 2019, respectively. At August 15, 2019, SAH was also the borrower under a EUR 5.0 million term loan with Highlight Finance Corp. as the lender and an interest rate of 4.0%. The term loan was effectively settled as part of Facebank AG’s acquisition of Nexway AG and Highlight Finance Corp. on September 19, 2019 and is not outstanding at December 31, 2019. Refer to the following section for further discussion on the acquisition of Nexway AG and Highlight Finance Corp. Nexway AG Acquisition On September 16, 2019, Facebank AG, a wholly owned subsidiary of the Company, acquired 333,420 shares, or approximately 51%, of Nexway and 35,000 shares, or approximately 70%, of Highlight Finance Corp. (“HFC”) (the “Nexway AG Acquisition”). Prior to the acquisition, Facebank AG owned 74,130 shares of Nexway, representing approximately 11.3% of the outstanding common shares of Nexway. Nexway is a Karlsruhe-based and Germany-listed software and solutions company, which provides a subscription-based platform for the monetization of intellectual property, principally for entertainment, games and security software companies, through its proprietary merchant presence in 180 different countries. HFC is a British Virgin Islands company with a EUR 15.0 million term bond facility issued and outstanding. The acquisition was accounted for using the acquisition method accounting. The aggregate consideration of approximately ($5.3 million) equaled the sum of cash paid ($2.2 million), the fair value of bonds issued ($1.8 million), and the fair value of the Nexway shares previously owned by Facebank AG ($1.1 million), less the fair value of Facebank AG debt effectively settled as a result of the acquisition ($10.4 million). Goodwill related to the Nexway AG Acquisition is not deductible for tax purposes. The Company did not apply pushdown accounting to its acquisition of Nexway. Purchase Price Allocation The following table summarizes the preliminary allocation of the purchase price to the assets acquired, liabilities assumed and noncontrolling interest for the Nexway AG Acquisition (in thousands): Cash $ 4,152 Accounts receivable 12,900 Prepaid expenses 1,169 Inventory 61 Property and equipment 213 Intangible assets – customer relationships 2,241 Intangible assets – intellectual property 1,215 Intangible assets – trade names and trademarks 843 Goodwill 45,900 Right-of-use assets 3,594 Accounts payable (28,381 ) Accrued expenses (16,747 ) Current portion of lease liability (756 ) Deferred income taxes (450 ) Other long-term liabilities (193 ) Lease liability (2,838 ) Long-term borrowings (24,609 ) Noncontrolling interests (3,582 ) Consideration transferred $ (5,268 ) The liabilities assumed in the acquisition include long-term borrowings with an acquisition-date fair value of $24.6 million. Nexway AG is the borrower of EUR 12.0 million secured notes, of which EUR 7.5 million was outstanding upon the acquisition on September 19, 2019. The Nexway borrowing has a maturity date of September 8, 2023 and interest rate of 6.5%. HFC is the borrower under a EUR 15.0 million bond due April 30, 2024 and an interest rate of 4%. All of the HFC bond was outstanding as of September 19, 2019 and December 31, 2019. The negative consideration transferred noted above was included with goodwill as of December 31, 2019. The Company has determined that because of the continuing losses and poor financial condition of Nexway AG, that the intangible assets and goodwill acquired in the acquisition of Nexway AG were required to be impaired in full as of December 31, 2019. Proforma – Nexway AG The following unaudited pro forma financial information for the year ended December 31, 2019 and 2018 presents combined results of operations as if the Nexway AG Acquisition had occurred on January 1, 2018 (in thousands): Year Ended December 31, 2019 2018 Operating Revenues $ 14,928 $ 25,289 Net (Loss) Income $ (44,088 ) $ (9,763 ) Proforma EPS – basic and diluted $ (1.98 ) $ (2.18 ) |
Income Tax Provision (FaceBank
Income Tax Provision (FaceBank Group, Inc. Pre-Merger) (10-K) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Income Tax Provision | 11. Income Taxes The Company recorded income tax benefits associated with the amortization of intangible assets of $16.1 million and $1.0 million during the three months ended September 30, 2020 and 2019, respectively, and $20.6 million and $3.2 million during the nine months ended September 30, 2020 and 2019, respectively. The Company’s current provision for income taxes consists of state and foreign income taxes and is immaterial in all periods presented. The Company regularly evaluates the realizability of its deferred tax assets and establishes a valuation allowance if it is more likely than not that some or all the deferred tax assets will not be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, loss carryback and tax-planning strategies. Generally, more weight is given to objectively verifiable evidence, such as the cumulative loss in recent years, as a significant piece of negative evidence to overcome. At September 30, 2020 and December 31, 2019, the Company continued to maintain that the realization of its deferred tax assets has not achieved a more likely than not threshold therefore, the net deferred tax assets have been fully offset by a valuation allowance. The following is a rollforward of the Company’s deferred tax liability from January 1, 2020 to September 30, 2020 (in thousands): Balance at December 31, 2019 $ 30,879 Income tax benefit (associated with the amortization of intangible assets) (1,038 ) Deconsolidation of Nexway (1,162 ) Balance at March 31, 2020 $ 28,679 Acquisition of fuboTV Pre-Merger 65,613 Income tax benefit (associated with the amortization of intangible assets) (3,498 ) Balance at June 30, 2020 $ 90,794 Income tax benefit (associated with the amortization of intangible assets) (16,071 ) Measurement period adjustment (65,295 ) Balance at September 30, 2020 $ 9,428 | |
FaceBank Group, Inc Pre-Merger [Member] | ||
Income Tax Provision | Note 17 – Income Tax Provision The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. As of December 31, 2019 and 2018, the Company recorded a full valuation allowance against its deferred tax assets since it is more likely than not that the future tax benefit on such temporary differences will not be realized. The Company recognizes the tax benefit from an uncertain income tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement by examining taxing authorities. The Company has open tax years going back to 2014 (or the tax year ended December 31, 2013 if the Company were to utilize its NOLs) which will be subject to audit by federal and state authorities upon filing. The Company’s policy is to recognize interest and penalties accrued on uncertain income tax positions in income tax or administrative expense in the Company’s consolidated statements of operations. The components of our deferred tax assets are as follows ($ in thousands). December 31, 2019 2018 Deferred Tax Assets: Net operating losses $ - $ 1,042 Accrued compensation - 205 Depreciation and amortization - 13 Other - 5 Total deferred tax assets - 1,265 Less: Valuation allowance - (1,265 ) Net Deferred Tax Assets: $ - $ - Deferred Tax Liabilities: Intangible assets $ (30,879 ) $ (35,000 ) Net Deferred Tax Liability $ (30,879 ) $ (35,000 ) The benefit of income taxes for the years ended December 31, 2019 and 2018 consist of the following ($ in thousands): For the years ended December 31, 2019 2018 U.S. federal Current $ - $ - Deferred (4,302 ) (1,725 ) State and local Current - - Deferred (970 ) (389 ) Valuation allowance - - Income Tax Provision (Benefit) $ (5,272 ) $ (2,114 ) A reconciliation of the statutory federal rate to the Company’s effective tax rate is as follows: December 31, 2019 2018 Federal rate 21.00 % 21.00 % State income taxes, net of federal benefit 4.74 % 4.74 % Non-controlling interest (0.82 )% (4.20 )% Common stock issued for services (0.82 )% (6.35 )% Change in fair value of derivative, warrant liability and gain on extinguishment of convertible notes 1.16 % 4.39 % Amortization of debt discount (0.13 )% (2.60 )% Loss on investments (1.81 )% - Other - % (1.26 )% Change in valuation allowance (37.15 )% (29.62 )% Income Taxes Provision (Benefit) (13.83 )% (13.90 )% The Company files income tax returns in the United States (“Federal”) and Florida (“State”) jurisdictions. The company has been delinquent in filings since December 31, 2014. Therefore, during 2019 the Company wrote-off all its potential net operating loss carryforwards against its full valuation allowance. The Company has not been under tax examination in any jurisdiction for the years ended December 31, 2019 and 2018. |
Employment Agreements (FaceBank
Employment Agreements (FaceBank Group, Inc. Pre-Merger) (10-K) | 12 Months Ended |
Dec. 31, 2019 | |
FaceBank Group, Inc Pre-Merger [Member] | |
Employment Agreements | Note 18 - Employment Agreements The following are the employment agreements of the Chief Executive Officer, Mr. John Textor, the Chairman of the Board, Mr. Alexander Bafer and the Chief Financial Officer, Mr. Anand Gupta. Textor Employment Agreement On August 8, 2018, Mr. Textor was appointed as Chief Executive Officer and Director of the Company. Pursuant to the terms of his at-will Employment Agreement, Mr. Textor reports to the board of directors and is entitled to an annual base salary of $500,000 per annum. Mr. Textor is also eligible to receive equity awards, and an annual target bonus payment equal, as a percentage of his base salary, to that received by all other C-suite executives, subject to a minimum bonus of $100,000 per year. If the employment agreement is terminated, either by Mr. Textor or the Company, then the Company shall be liable to pay Mr. Textor an amount equal to his then current base salary in addition to any accrued compensation owed to Mr. Textor until his date of termination. Mr. Textor is subject to non-competition and non-solicitation of employee clauses for a period of 12 months, pursuant to the terms of the Employment Agreement. Bafer Employment Agreement On August 8, 2018, Mr. Bafer resigned from his previous role as Chief Executive Officer and was appointed as Executive Chairman of the board of directors. Pursuant to the terms of his new Employment Agreement as Executive Chairman, Mr. Bafer is entitled to an annual base salary of $500,000 per annum. Mr. Bafer is also eligible to receive equity awards, and an annual target bonus payment equal, as a percentage of his base salary, to that received by all other C-suite executives, subject to a minimum bonus of $100,000 per year. The Company remains liable to pay Mr. Bafer certain past due payments that remain owed to Mr. Bafer until fully paid. Mr. Bafer has 500,000 stock options expiring in 2029, granted under his previous contract on February 1, 2018, that are now fully vested. If his employment agreement is terminated, Mr. Bafer will be entitled to a lump sum payment equal to the then current base salary. Gupta Employment Agreement On November 12, 2018, Anand Gupta was appointed as the Chief Financial Officer and Executive Vice President Finance of the Company. Pursuant to the terms of his employment agreement, Mr. Gupta is entitled to compensation as set out below (i) For an initial period of four (4) months, a gross monthly salary of $12,500 (“Initial Monthly Salary”) that will approximately equate to $10,000 per month net of taxes, plus the cost of his temporary accommodation, rental car, per diem, and business class airfare as required for the Executive to individually relocate from India to work at the company’s premises in Florida. (ii) Subsequently, after the initial period and subject to the Company successfully raising at least $10 million in fresh capital, an annual base salary of $400,000. Mr. Gupta is also eligible to receive equity awards, and an annual target bonus payment equal, as a percentage of his base salary, to that received by all other C-suite executives. If the employment agreement is terminated, either by Mr. Gupta or the Company, then the Company shall be liable to pay Mr. Gupta an amount equal to his prevailing annual base salary in addition to any accrued compensation owed to Mr. Gupta until his date of termination. Mr. Gupta is subject to non-competition and non-solicitation clauses pursuant to the terms of the Employment Agreement. On August 8, 2019, Mr. Gupta resigned from his positions as the Chief Financial Officer and Executive Vice President of Finance of the Company. Mr. Gupta’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. |
Subsequent Events (FaceBank Gro
Subsequent Events (FaceBank Group, Inc. Pre-Merger) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Subsequent Events | 20. Subsequent Events On October 8, 2020, we sold 18,300,000 shares of our common stock in a public offering at $10.00 per share generating $170.2 million in proceeds, net of offering costs. On October 22, 2020, the investment bankers exercised their right to purchase an additional 1,406,708 shares of common stock at $10.00 per share generating an additional $13.1 million in proceeds, net of offering costs. On September 30, 2020, following negotiations with Century Venture, SA, the Company agreed to repay the Loan related to its Credit Agreement in full (inclusive of any interest, fees and penalties). The Company paid $1.6 million on October 2, 2020, the Credit Agreement and related Loan were automatically terminated. | ||
FaceBank Group, Inc Pre-Merger [Member] | |||
Subsequent Events | Note 17 – Subsequent Events Refer to Note 9 to the Unaudited Condensed Consolidated Financial Statements for a description of the amendments to the Note Purchase Agreement since March 31, 2020. Redemption of Series D Preferred Stock On June 16, 2020, the Company redeemed 253,000 shares of its Series D Preferred Stock in exchange for $339,174. As of July 2, 2020, the total number of shares of Series D Preferred Stock outstanding was 203,000. Issuance of Securities in Private Placements Certain of the common stock issuances noted below remain issuable as of the date of the filing of this Quarterly Report. Issuance of Common Stock and Warrants for Cash Between May 11, 2020 and June 8, 2020, the Company entered into Purchase Agreements with certain investors (the “Investors”), pursuant to which the Company sold an aggregate of 3,735,922 shares (the “Purchased Shares”) of the Company’s common stock at a purchase price of $7.00 per share and issued warrants to the Investors covering a total of 3,735,922 shares of the Company’s common stock (the “Warrants”) for an aggregate purchase price of $26,151,454. On July 2, 2020, the Company entered into a Purchase Agreement with Credit Suisse Capital LLC, pursuant to which the Company sold 2,162,163 shares (the “CS Shares” and together with the Purchased Shares, the “Total Shares”) of the Company’s common stock at a purchase price of $9.25 per share for an aggregate purchase price of $20,000,007.75. Since March 31, 2020, the Company raised an additional $403,895.00 through issuances of an aggregate of 111,459 shares of its common stock in private placement transactions to several other investors. Issuance of Common Stock Related to PEC Acquisition Since March 31, 2020, the Company has issued 1,201,749 shares of its common stock in exchange for 14,222,975 shares of its subsidiary PEC. Issuance of Convertible Notes and Related Warrants for Cash Since March 31, 2020, the Company issued convertible notes with a principal balance of approximately $2.1 million. In connection with such notes, the Company issued (i) 55,000 shares of its common stock and (ii) warrants to purchase an aggregate of 55,172 shares of its common stock at an initial exercise price of $9.00 per share. Issuance of Warrant for Services Rendered On May 25, 2020, the Company issued to ARETE Wealth Management a warrant to purchase 275,000 shares of the Company’s common stock with an initial exercise price of $5.00 per share. Stock Option Grants to Executive Officers On June 8, 2020, the Company granted an option to purchase 850,000 shares of its common stock at an exercise price of $10.435 per share in connection with an employment agreement for the Company’s Chief Financial Officer. On June 28, 2020, the Company granted an option to purchase 1,203,297 shares of common stock at an exercise price of $11.15 per share in connection with a Letter Agreement by and between the Company and its Executive Chairman. | Note 19 – Subsequent Events Digital Likeness Development Agreement On January 25, 2020, the Company entered into an amended Digital Likeness Development Agreement with Floyd Mayweather (the “Amended Agreement”), which supersedes the Agreement dated July 31, 2019 (see Note 7). All terms of the Agreement remain the same except for the following: ● The Amended Agreement term is from October 22, 2019 through October 22, 2024, unless extended by the parties. ● In place of the share-based awards with an approximate fair value of $1.0 million, the Company granted options to purchase 280,000 shares of the Company’s common stock. The options have a five year term and expire on October 21, 2024. Refinance of Nexway AG Debt On February 17, 2020, FBNK Finance SarL (“the Issuer”) a Luxembourg private limited liability company, a 100% owned subsidiary of the Company, issued EUR 50,000,000 of bonds. There were 5,000 notes with a nominal value EUR 10,000 per note. The bonds were issued at par with 100% redemption price. The maturity date of the bonds is February 15, 2023 and have a 4.5% annual fixed rate of interest. Interest is payable semi-annually on August 15 and February 15 th Common Stock On February 20, 2020, the Company issued 300,000 shares of its common stock to an officer of the Company at a fair value of $2.7 million, or $9.00 per share. Material Definitive Agreement On April 1, 2020, fuboTV Acquisition Corp., a Delaware corporation (“Merger Sub”) and a wholly-owned subsidiary of FaceBank Group, Inc. (“FaceBank” or the “Company”) merged with and into fuboTV Inc., a Delaware corporation (“fuboTV”) whereby fuboTV continued as the surviving corporation and became a wholly-owned subsidiary of FaceBank pursuant to the terms of the Agreement and Plan of Merger and Reorganization dated as of March 19, 2020 (the “Merger Agreement”) by and among FaceBank, Merger Sub and fuboTV. In accordance with the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”) all of the capital stock of fuboTV was converted into the right to receive shares of a newly created class of Series AA Convertible Preferred Stock of FaceBank, par value $0.0001 per share (the “Series AA Preferred Stock”). The aggregate number of FaceBank common stock equivalent shares to be issued to fuboTV shareholders as a result of the Merger is 32,324,362 shares of Series AA Preferred Stock, each of which is convertible into two (2) shares of FaceBank common stock, par value $0.0001 per share (“FaceBank Common Stock”), for a total of 72,699,824 shares of FaceBank Common Stock on an as-converted basis. In addition, at the Effective Time, each outstanding option to purchase shares of common stock of fuboTV was assumed by FaceBank and converted into an option to acquire FaceBank Common Stock. The aggregate number of options to acquire FaceBank Common Stock as a result of the foregoing is 8,051,098, which are exercisable at a weighted average price of $1.32 per share. Each share of Series AA Preferred Stock is entitled to 0.8 votes per preferred share, and is convertible into two (2) shares of FaceBank Common Stock, only in connection with a bona fide transfer to a third party. The Series AA Preferred stock will benefit from certain protective provisions which, among others, require FaceBank to obtain the approval of a majority of the shares of outstanding Series AA Preferred Stock, voting as a separate class before undertaking certain actions. The effect of the Merger and the terms of the Series AA Preferred Stock is to initially establish an approximate two-thirds majority ownership of FaceBank on a common equivalent basis for the pre-Merger fuboTV shareholders while preserving a majority voting interest for the pre-Merger FaceBank shareholders. In connection with the closing of the Merger, the board of directors of FaceBank approved the establishment of the FaceBank 2020 Equity Incentive Plan (the “Plan”). Pursuant to the Merger Agreement, FaceBank created an incentive option pool of 12,116,646 shares of FaceBank Common Stock under the Plan. Pursuant to the Merger Agreement the parties agreed that at the Effective Time the board of directors of FaceBank would be expanded to seven (7) members comprised of (i) John Textor, (ii) David Gandler, (iii) three (3) members to be selected by FaceBank and (iv) two (2) members to be selected by fuboTV. Pursuant to the Merger Agreement, the parties also agreed that immediately following the Effective Time, the Chief Executive Officer of FaceBank would be David Gandler, and the executive chairman of the board of directors of FaceBank would be John Textor. Pursuant to the Merger Agreement, the parties also agreed that, as promptly as reasonably practicable following the closing date of the Merger, FaceBank will create an incentive option pool in an aggregate amount equal to ten percent (10%) of the Fully Diluted FaceBank Shares (as defined in the Merger Agreement) that are outstanding as of the date of the creation of such pool. In connection with execution and delivery of the Merger Agreement, each of the officers and directors of fuboTV and certain other shareholders of fuboTV, and certain shareholders of the Company executed and delivered lock-up agreements, with a term commencing at the Effective Time and continuing for a period of 180 days after the closing date of the Merger, with respect to the shares of the Company owned by them or to be acquired by them in the Merger, as applicable. The Merger, the Merger Agreement and the transactions contemplated by the Merger Agreement were unanimously approved by the respective Boards of Directors of the Company and Merger Sub, by the Company, as sole shareholder of Merger Sub and by the board of directors of fuboTV and the required shareholders of fuboTV. Immediately following the execution and delivery of the Merger Agreement, FaceBank and fuboTV entered into a Loan and Security Agreement dated as of March 19, 2020 (the “Signing Date Loan Agreement”) whereby FaceBank advanced to fuboTV a junior secured term loan in the aggregate principal amount of $10,000,000 (the “Signing Date Loan”) on the terms set forth in the Signing Date Loan Agreement. Interest on the Signing Date Loan accrues at a rate of 11% per annum. Interest is payable in arrears on the first business day of each calendar month commencing with the calendar month beginning on April 1, 2020. The maturity date for the Signing Date Loan was May 1, 2020; provided, that if the Merger was consummated on or prior to May 1, 2020, the maturity date would be automatically extended to June 27, 2020. Pursuant to the Signing Date Loan Agreement, fuboTV granted to FaceBank a junior security interest in substantially all of its assets as security for the payment of all obligations under the Signing Date Loan Agreement, the Signing Date Loan and the other transaction documents executed in connection therewith. The Signing Date Loan and the other obligations under the Signing Date Loan Agreement are subordinated to fuboTV’s existing secured indebtedness to AMC Networks Ventures. On April 1, 2020, Merger Sub merged with and into fuboTV whereby fuboTV continued as the surviving corporation and became a wholly-owned subsidiary of FaceBank pursuant to the terms of the Merger Agreement. In accordance with the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”) all of the capital stock of fuboTV was converted into the right to receive shares of a newly created class of Series AA Convertible Preferred Stock of FaceBank, par value $0.0001 per share (the “Series AA Preferred Stock”). The aggregate number of FaceBank common stock equivalent shares to be issued to fuboTV shareholders as a result of the Merger was 32,324,362 shares of Series AA Preferred Stock, each of which is convertible into two (2) shares of FaceBank common stock, par value $0.0001 per share (“FaceBank Common Stock”), for a total of 64,648,726 shares of FaceBank Common Stock on an as-converted basis. In addition, at the Effective Time, each outstanding option to purchase shares of common stock of fuboTV was assumed by FaceBank and converted into an option to acquire FaceBank Common Stock. The aggregate number of options to acquire FaceBank Common Stock as a result of the foregoing is 8,051,098, which are exercisable at a weighted average price of $1.32 per share. Each share of Series AA Preferred Stock is entitled to 0.8 votes per preferred share, and is convertible into two (2) shares of FaceBank Common Stock, only in connection with a bona fide transfer to a third party. The Series AA Preferred stock will benefit from certain protective provisions which, among others, require FaceBank to obtain the approval of a majority of the shares of outstanding Series AA Preferred Stock, voting as a separate class before undertaking certain actions. The effect of the Merger and the terms of the Series AA Preferred Stock is to initially establish an approximate two-thirds majority ownership of FaceBank on a common equivalent basis for the pre-Merger fuboTV shareholders while preserving a majority voting interest for the pre-Merger FaceBank shareholders. In connection with the closing of the Merger, the board of directors of FaceBank approved the establishment of the FaceBank 2020 Equity Incentive Plan (the “Plan”). Pursuant to the Merger Agreement, FaceBank created an incentive option pool of 12,116,646 shares of FaceBank Common Stock under the Plan fuboTV was incorporated in Delaware in 2014. Since its founding in 2015 as a soccer streaming service, fuboTV has evolved into a live TV streaming service for cord-cutters, with top Nielsen-ranked sports, news and entertainment channels. Preferred Stock Designations On March 20, 2020, FaceBank amended its Articles of Incorporation to withdraw, cancel and terminate the previously filed (i) Certificate of with respect to 5,000,000 shares of its Series A Preferred Stock, par value $0.0001 per share, (ii) Certificate of Designation with respect to 1,000,000 shares of its Series B Preferred Stock, par value $0.0001 per share, (iii) Certificate of Designation with respect to 41,000,000 shares of its Series C Preferred Stock, par value $0.0001 per share and (iv) Certificate of Designation with respect to 1,000,000 shares of its Series X Preferred Stock, par value $0.0001 per share. Upon the withdrawal, cancelation and termination of such designations, all shares previously designated as Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series X Preferred Stock were returned to the status of authorized but undesignated shares of Preferred Stock, par value $0.0001 per share of FaceBank (the “Termination of Prior Designations Amendment”). On March 20, 2020, FaceBank filed an amendment to its Articles of Incorporation to designate 35,800,000 of its authorized preferred stock as “Series AA Convertible Preferred Stock” pursuant to a Certificate of Designation of Series AA Convertible Preferred Stock (the “Series AA Preferred Stock Certificate of Designation”). The Series AA Preferred Stock has no liquidation preference. The Series AA Preferred Stock is entitled to receive dividends and other distributions as and when paid on the Common Stock on an as converted basis. Each share of Series AA Preferred Stock is initially convertible into two shares of Common Stock, subject to adjustment as provided in the Certificate of Designation with respect to the Series AA Preferred Stock and shall only be convertible immediately following the sale of such shares on an arms’-length basis either pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act or pursuant to an effective registration statement under the Securities Act. Each share of Series AA Preferred Stock shall have 0.8 votes per share (the Voting Rate”) on any matter submitted to the holders of the Common Stock for a vote and shall vote together with the Common Stock on such matters for as long as the Series AA Preferred Stock is outstanding. The Voting Rate shall be subject to adjustment in the event of stock splits, stock combinations, recapitalizations reclassifications, extraordinary distributions and similar events. Credit and Security Agreement The Company and HLEE Finance S.a.r.l. (“HLEEF”) entered into a Credit Agreement dated as of March 11, 2020 (the “Credit Agreement”) pursuant to which HLEEF agreed to extend a revolving credit facility to the Company in an aggregate principal amount of up to $100,000,000. The loans under the revolving credit facility are available in four Tranches, subject to certain conditions precedent as follows: (i) Tranche I Loans (ii ) Tranche II Loans (iii) Tranche III Loans (iv) Tranche IV Loans The interest rate on all Tranche I, Tranche II, Tranche III and Tranche IV loans shall be equal to 10% per annum. The maturity date of all amounts outstanding under the Credit Agreement is March 11, 2022. The Credit Agreement contains certain restrictions on the ability of FaceBank to incur or permit indebtedness in excess of $50,000,000, subject to certain exceptions, to make loans in excess of $250,000 to directors or officers of FaceBank or to any subsidiary other than fuboTV and to declare and pay any distributions, subject to certain exceptions. In connection with the Credit Agreement, FaceBank entered into a Security Agreement with HLEEF dated March 11, 2020 (the “HLEEF Security Agreement”) pursuant to which FaceBank granted to HLEEF as security for the prompt and complete payment and performance of all of the obligations under the Credit Agreement and the related promissory note, a security interest in all substantially all assets of FaceBank. Note Purchase Agreement On March 19, 2020, FaceBank, Merger Sub, Evolution AI Corporation (“Evolution”) and Pulse Evolution Corporation (“Pulse” and collectively with Evolution, Merger Sub and FaceBank, the “Borrower”) and FB Loan Series I, LLC (“FB Loan”) entered into a Note Purchase Agreement dated as of March 19, 2020 (the “Note Purchase Agreement”) pursuant to which Borrower sold to FB Loan senior secured promissory notes in an aggregate principal amount of $10,050,000 (the “Senior Note”). The Company received proceeds in cash of $7.5 million and the remainder was original issue discount. Interest on the Senior Note shall accrue until full and final repayment of the principal amount of the Senior Note at a rate of fifteen percent (15%) per annum. On the first business day of each calendar month in which the Senior Note is outstanding, beginning on April 1, 2020, Borrower shall pay in arrears in cash to FB Loan accrued interest on the outstanding principal amount of the Senior Note. The maturity date of the Senior Note is July 17, 2020. The Borrower may prepay or redeem the Senior Note in whole or in part without penalty or premium. Amendment to Note Purchase Agreement On April 21, 2020, the Company entered into an amendment (the “Amendment”) to the Note Purchase Agreement, dated as of March 19, 2020 (the “Note Purchase Agreement”), by and among FaceBank, fuboTV Inc., a Delaware corporation ( f/k/a Pursuant to the Note Purchase Agreement, the Borrower agreed, among other things that (i) FaceBank shall file a registration statement with the U.S. Securities and Exchange Commission (the “Commission”) regarding the purchase and sale of 784,617 shares (the “Shares”) of FaceBank’s common stock, par value $0.0001 per share (the “Common Stock”) and any shares of capital stock issuable upon exercise of a warrant to purchase 3,269,231 shares of Common Stock (the “Warrant Shares”); and (ii) FaceBank shall have filed an application to list FaceBank’s Common Stock for trading on the NASDAQ exchange, on or before the date that is thirty (30) days following the closing date of the Note Purchase Agreement. Pursuant to the Amendment, the covenants set forth in (i) and (ii) above were replaced with the following: (i) If FaceBank decides to register any of its securities either for its own account or the account of a security holder or holders on any registration form (other than Form S-4 or S-8), FaceBank shall include in such registration all of the Shares and the Warrant Shares (collectively, the “Registrable Securities” and such registration of the Registrable Securities, a “Piggyback Registration”); provided, however, that if a Piggyback Registration does not occur on or prior to May 25, 2020, FaceBank shall file a registration statement with the Commission to register the Registrable Securities and to permit or facilitate the sale and distribution of the Registrable Securities on or prior to May 25, 2020; and (ii) FaceBank shall have initiated the process to list its capital stock for trading on a national exchange (e.g., NYSE or Nasdaq) on or before the date that is thirty (30) days following March 19, 2020. Purchase Agreement On May 11, 2020, the Company entered into Purchase Agreements (the “Purchase Agreements”) with certain investors (the “Investors”), pursuant to which the Company sold an aggregate of 1,058,435 shares (the “Purchased Shares”) of the Company’s common stock at a purchase price of $7.00 per share (the “Purchase Price”), which is based on 0.8 of the rounded 30-day trailing volume-weighted average price within three business days of the signing of the Purchase Agreements, for an aggregate of $7,409,045.00. In connection with the Purchase Agreements, the Company issued warrants to purchase the Company’s common stock, each with an exercise price equal to the Purchase Price (the “Warrants”), to the Investors to purchase, in the aggregate, 1,058,435 shares of the Company’s common stock. There were no underwriting discounts or commissions. Waivers On May 11, 2020, certain holders of the Series AA Convertible Preferred Stock (the “Acting Shareholders”) of the Company, acting by written consent pursuant to Section 607.0704 of the Florida Business Corporation Act, approved a waiver of certain anti-dilution rights under the Certificate of Designation of Series AA Convertible Preferred Stock of the Company in connection with the sale and issuance of the Purchased Shares and the Warrants. As of such date, the Acting Shareholders collectively held 16,270,570 shares, or 50.34%, of the Company’s outstanding shares of Series AA Convertible Preferred Stock. On May 21, 2020, certain holders of the Company’s Series AA Convertible Preferred Stock (the “ Acting Shareholders Senior Note Prepayment and Second Amendment to Note Purchase Agreement On May 28, 2020, the Borrower delivered to FB Loan $7,500,000 in partial repayment of the Senior Note. Also on May 28, 2020, the parties to the Note Purchase Agreement, as amended, entered into a Consent and Second Amendment to Note Purchase Agreement (the “Second Amendment”). Pursuant to the terms of the Second Amendment: (i) FB Loan consented to the May 11, 2020 sale by the Company of capital stock for aggregate consideration in the amount of $7,409,045; (ii) The provision requiring that following receipt by any loan party or any subsidiary of proceeds of any financing, the Borrower must prepay the Senior Note in an amount equal to 100% of the cash proceeds of such financing, was removed; and (iii) The date by which the Company must file a registration statement to register the Shares and the Warrant Shares was extended from May 25, 2020 to July 1, 2020. Other Subsequent Share Issuances From January 1, 2020 through May 29, 2020, the Company issued shares of its common stock consisting of, 1,309,789 shares issued to advisors in connection with its FuboTV merger, 2,385,428 shares in private placement transactions, and 518,582 shares in connection with its subsidiary share exchange agreement with PEC. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts, as of September 30, 2020, of the Company, its wholly-owned subsidiaries and its 99.7%-owned operating subsidiary EAI, which, until the Merger, was the Company’s principal operating subsidiary; inactive subsidiaries York Production LLC and York Production II LLC; wholly-owned subsidiaries Facebank AG, StockAccess Holdings SAS (“SAH”) and FBNK Finance Sarl (“FBNK Finance”); its 70.0% ownership in Highlight Finance Corp. (“HFC”); and its 76% ownership in Pulse Evolution Corporation (“PEC”). Subsequent to the Merger, fuboTV Pre-Merger became our wholly owned subsidiary. All inter-company balances and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments and events in the current period such as the Nexway deconsolidation and acquisition of fuboTV Pre-Merger, considered necessary for a fair presentation of such interim results. The results for the unaudited condensed consolidated statement of operations are not necessarily indicative of results to be expected for the year ending December 31, 2020 or for any future interim period. The unaudited condensed consolidated balance sheet as at December 31, 2019 has been derived from the audited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2019 and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on May 29, 2020, as amended on Form 10-K/A filed with the SEC on August 11, 2020 along with the consolidated financial statements for fuboTV Pre-Merger for the year ended December 31, 2019 and notes thereto included on Form 8-K/A filed with the SEC on June 17, 2020. | ||
Reclassifications | Reclassifications For the three and nine months ended September 30, 2019, the Company has reclassified certain prior year amounts on the face of the financial statements in order to conform to the current year presentation. These reclassifications had no effect on the Company’s consolidated financial position, results of operations, or liquidity. | ||
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates. The significant estimates and assumptions include allocating the fair value of purchase consideration to assets acquired and liabilities assumed in business acquisitions, useful lives of property and equipment and intangible assets, recoverability of goodwill, long-lived assets, and investments, accruals for contingent liabilities, valuations of derivative liabilities, equity instruments issued in share-based payment arrangements and accounting for income taxes, including the valuation allowance on deferred tax assets. | ||
Significant Accounting Policies | Significant Accounting Policies For a detailed discussion about the Company’s significant accounting policies, see the Company’s Annual Report on Form 10-K filed with the SEC on May 29, 2020, as amended on Form 10-K/A filed with the SEC on August 11, 2020. | ||
Segment and Reporting Unit Information | Segment and Reporting Unit Information Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. A committee consisting of the Company’s executives are determined to be the CODM. The CODM reviews financial information and makes resource allocation decisions between the fubo TV and Facebank pre-merger businesses. As such, the Company has two operating segments (fuboTV and Facebank) as of September 30, 2020. As of September 30, 2020, the Facebank operating segment had nominal operations. | ||
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with remaining maturities at the date of purchase of three months or less to be cash equivalents, including balances held in the Company’s money market account. The Company also classifies amounts in transit from payment processors for customer credit card and debit card transactions as cash equivalents. Restricted cash primarily represents cash on deposit with financial institutions in support of a letter of credit outstanding in favor of the Company’s landlord for office space. The restricted cash balance has been excluded from the cash balance and is classified as restricted cash on the condensed consolidated balance sheets. The following table provides a reconciliation of cash, cash equivalents and restricted cash within the consolidated balance sheet that sum to the total of the same on the consolidated statement of cash flows: September 30, December 31, 2020 2019 Cash and cash equivalents $ 38,864 $ 7,624 Restricted cash 1,275 — Total cash, cash equivalents and restricted cash $ 40,139 $ 7,624 | ||
Revenue Recognition | Revenue From Contracts With Customers The Company recognizes revenue from contracts with customers under ASC 606, Revenue from Contracts with Customers ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the company satisfies a performance obligation The Company generates revenue from the following sources: 1. Subscriptions – The Company sells various subscription plans through its website and third-party app stores. These subscription plans provide different levels of streamed content and functionality depending on the plan selected. Subscription fees are fixed and paid in advance by credit card on a monthly, quarterly or annual basis. A subscription customer executes a contract by agreeing to the Company’s terms of service. The Company considers the subscription contract legally enforceable once the customer has accepted terms of service and the Company has received credit card authorization from the customer’s credit card company. The terms of service allow customers to terminate the subscription at any time, however, in the event of termination, no prepaid subscription fees are refundable. The Company recognizes revenue when it satisfies a performance obligation by transferring control of the promised services to the customers, which is ratably over the subscription period. Upon the customer agreeing to the Company’s terms and conditions and authorization of the credit card, the customer simultaneously receives and consumes the benefits of the streamed content ratably throughout the term of the contract. Subscription services sold through third-party app stores are recorded gross in revenue with fees to the third-party app stores recorded in subscriber related expenses in the consolidated statement of operations. Management concluded that the customers are the end user of the subscription services sold by these third-party app stores. 2. Advertisements – The Company executes agreements with advertisers that want to display ads (“impressions”) within the streamed content. The Company enters into individual insertion orders (“IOs”) with advertisers, which specify the term of each ad campaign, the number of impressions to be delivered and the applicable rate to be charged. The Company invoices advertisers monthly for impressions actually delivered during the period. Each executed IO provides the terms and conditions agreed to in respect of each party’s obligations. The Company recognizes revenue at a point in time when it satisfies a performance obligation by transferring control of the promised services to the advertiser, which generally is when the advertisement has been displayed. 3. Software licenses, net – Revenue from the sale of software licenses are recognized as a single performance obligation at the point in time that the software license is delivered to the customer. The Company under its contracts is required to provide its customers with 30 days to return the license for a full refund, regardless of reason, and the Company will be provided a refund in full of its cost to sell the license. Therefore, for Nexway, the Company acts as an agent and recognizes revenue on a net basis. As a result of the deconsolidation of Nexway AG which was effective as of March 31, 2020, the Company no longer generates revenue from software licenses.(See Note 7) 4. Other – The Company has an annual contract to sub-license its rights to broadcast certain international sporting events to a third party. The Company recognizes revenue under this contract at a point in time when it satisfies a performance obligation by transferring control of the promised services to the third party, which generally is when the third party has access to the programming content. | ||
Certain Risks and Concentrations | Certain Risks and Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of demand deposits. The Company maintains cash deposits with financial institutions that at times exceed applicable insurance limits. The majority of the Company’s software and computer systems utilizes data processing, storage capabilities and other services provided by Amazon Web Services, or AWS, which cannot be easily switched to another cloud service provider. As such, any disruption of the Company’s interference with AWS would adversely impact the Company’s operations and business. | ||
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurements. This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements, ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows: Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 — observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and Level 3 — assets and liabilities whose significant value drivers are unobservable. | ||
Accounts Receivable, Net | Accounts Receivable, net The Company records accounts receivable at the invoiced amount less an allowance for any potentially uncollectable accounts. The Company’s accounts receivable balance consists of amounts due from the sale of advertisements. In evaluating our ability to collect outstanding receivable balances, we consider many factors, including the age of the balance, collection history, and current economic trends. Bad debts are written off after all collection efforts have ceased. Based on the Company’s current and historical collection experience, management concluded that an allowance for doubtful accounts was not necessary as of September 30, 2020 or December 31, 2019. No individual customer accounted for more than 10% of revenue for the three and nine months ended September 30, 2020 and 2019. Four customers accounted for more than 10% of accounts receivable as of September 30, 2020. No customers accounted for more than 10% of accounts receivable as of December 31, 2019. | ||
Property and Equipment, Net | Property and Equipment, net Property and equipment is stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are depreciated over the shorter of the lease term or the estimated useful life of the assets. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statements of operations and comprehensive loss in the period realized. Maintenance and repairs are expensed as incurred. | ||
Acquisitions and Business Combinations | Acquisitions and Business Combinations The Company allocates the fair value of purchase consideration issued in business combination transactions to the tangible assets acquired, liabilities assumed, and separately identified intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from: (a) acquired technology, (b) trademarks and trade names, and (c) customer relationships, useful lives, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. The allocation of the purchase consideration may remain preliminary as the Company gathers additional facts about the circumstances that existed as of the acquisition date during the measurement period. The measurement period shall not exceed one year from the acquisition date. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. | ||
Revenue from Contracts with Customers | Revenue From Contracts With Customers The Company recognizes revenue from contracts with customers under ASC 606, Revenue from Contracts with Customers ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the company satisfies a performance obligation The Company generates revenue from the following sources: 1. Subscriptions – The Company sells various subscription plans through its website and third-party app stores. These subscription plans provide different levels of streamed content and functionality depending on the plan selected. Subscription fees are fixed and paid in advance by credit card on a monthly, quarterly or annual basis. A subscription customer executes a contract by agreeing to the Company’s terms of service. The Company considers the subscription contract legally enforceable once the customer has accepted terms of service and the Company has received credit card authorization from the customer’s credit card company. The terms of service allow customers to terminate the subscription at any time, however, in the event of termination, no prepaid subscription fees are refundable. The Company recognizes revenue when it satisfies a performance obligation by transferring control of the promised services to the customers, which is ratably over the subscription period. Upon the customer agreeing to the Company’s terms and conditions and authorization of the credit card, the customer simultaneously receives and consumes the benefits of the streamed content ratably throughout the term of the contract. Subscription services sold through third-party app stores are recorded gross in revenue with fees to the third-party app stores recorded in subscriber related expenses in the consolidated statement of operations. Management concluded that the customers are the end user of the subscription services sold by these third-party app stores. 2. Advertisements – The Company executes agreements with advertisers that want to display ads (“impressions”) within the streamed content. The Company enters into individual insertion orders (“IOs”) with advertisers, which specify the term of each ad campaign, the number of impressions to be delivered and the applicable rate to be charged. The Company invoices advertisers monthly for impressions actually delivered during the period. Each executed IO provides the terms and conditions agreed to in respect of each party’s obligations. The Company recognizes revenue at a point in time when it satisfies a performance obligation by transferring control of the promised services to the advertiser, which generally is when the advertisement has been displayed. 3. Software licenses, net – Revenue from the sale of software licenses are recognized as a single performance obligation at the point in time that the software license is delivered to the customer. The Company under its contracts is required to provide its customers with 30 days to return the license for a full refund, regardless of reason, and the Company will be provided a refund in full of its cost to sell the license. Therefore, for Nexway, the Company acts as an agent and recognizes revenue on a net basis. As a result of the deconsolidation of Nexway AG which was effective as of March 31, 2020, the Company no longer generates revenue from software licenses.(See Note 7) 4. Other – The Company has an annual contract to sub-license its rights to broadcast certain international sporting events to a third party. The Company recognizes revenue under this contract at a point in time when it satisfies a performance obligation by transferring control of the promised services to the third party, which generally is when the third party has access to the programming content. | ||
Subscriber Related Expenses | Subscriber Related Expenses Subscriber related expenses consist primarily of affiliate distribution rights and other distribution costs related to content streaming. The cost of affiliate distribution rights is generally incurred on a per subscriber basis and are recognized when the related programming is distributed to subscribers. The Company has certain arrangements whereby affiliate distribution rights are paid in advance or are subject to minimum guaranteed payments. An accrual is established when actual affiliate distribution costs are expected to fall short of the minimum guaranteed amounts. To the extent actual per subscriber fees do not exceed the minimum guaranteed amounts, the Company will expense the minimum guarantee in a manner reflective of the pattern of benefit provided by these subscriber related expenses, which approximates a straight-line basis over each minimum guarantee period within the arrangement. Subscriber related expenses also include credit card and payment processing fees for subscription revenue, customer service, certain employee compensation and benefits, cloud computing, streaming, and facility costs. The Company receives advertising spots from television networks for sale to advertisers as part of the affiliate distribution agreements. | ||
Broadcasting and Transmission | Broadcasting and Transmission Broadcasting and transmission expenses are charged to operations as incurred and consist primarily of the cost to acquire a signal, transcode, store, and retransmit it to the subscribers. | ||
Sales and Marketing | Sales and Marketing Sales and marketing expenses consist primarily of payroll and related costs, benefits, rent and utilities, stock-based compensation, agency costs, advertising campaigns and branding initiatives. All sales and marketing costs are expensed as they are incurred. Advertising expense totaled $18.2 million and $22.7 million for the three and nine months ended September 30, 2020, respectively, and $0.1 million and $0.3 million in advertising expense was incurred for the three and nine months ended September 30, 2019, respectively. | ||
Technology and Development | Technology and Development Technology and development expenses are charged to operations as incurred. Technology and development expenses consist primarily of payroll and related costs, benefits, rent and utilities, stock-based compensation, technical services, software expenses, and hosting expenses. | ||
General and Administrative | General and Administrative General and administrative expenses consist primarily of payroll and related costs, benefits, rent and utilities, stock-based compensation, corporate insurance, office expenses, professional fees, as well as travel, meals, and entertainment costs. | ||
Net Loss Per Share | Net Loss Per Share Basic net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per common share excludes the potential impact of the Company’s convertible notes, convertible preferred stock, common stock options and warrants because their effect would be anti-dilutive. The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Basic loss per share: Net loss $ (274,117 ) $ (6,909 ) $ (404,064 ) $ (15,794 ) Less: net (loss) income attributable to non-controlling interest — (128 ) 1,555 2,653 Less: Deemed dividend - beneficial conversion feature on preferred stock — (6 ) — (6 ) Add: deemed dividend on Series D Preferred Stock — (379 ) — (379 ) Net loss attributable to common stockholders $ (274,117 ) $ (7,166 ) $ (402,509 ) $ (16,179 ) Shares used in computation: Weighted-average common shares outstanding 44,199,709 24,363,124 36,577,183 20,165,089 Basic and diluted loss per share $ (6.20 ) $ (0.29 ) $ (11.00 ) $ (0.80 ) The following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion would have been anti-dilutive: September 30, September 30, 2020 2019 Common stock purchase warrants 9,538,533 200,007 Series AA convertible preferred shares 64,648,724 - Series D convertible preferred shares - 455,233 Stock options 17,952,213 16,667 Convertible notes variable settlement feature - 609,491 Total 92,139,470 1,281,398 | ||
Recently Issued Accounting Standards | Recently Issued Accounting Standards In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses” In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company adopted this standard on January 1, 2020 and the adoption did not have a material impact on the condensed financial statements and related disclosures. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. This ASU is effective for annual reporting periods beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. This update permits the use of either the modified retrospective or fully retrospective method of transition. The Company is currently evaluating the impact this ASU will have on its condensed consolidated financial statements and related disclosures. | ||
Fubo TV Pre-Merger [Member] | |||
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The accompanying consolidated financial statements include the accounts of fuboTV Inc. and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. None of the new or amended standards and interpretations that became effective January 1, 2020 have had a significant impact on the Company’s financial reporting. Relevant accounting policies can be found within Note 2 of the 2019 audited consolidated financial statements. Certain immaterial amounts in the financial statements of the prior years have been reclassified to conform to the current year presentation for comparative purposes. | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The accompanying consolidated financial statements include the accounts of fuboTV Inc. and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Certain immaterial amounts in the financial statements of the prior years have been reclassified to conform to the current year presentation for comparative purposes. | |
Covid-19 | COVID-19 In March 2020, the World Health Organization declared the outbreak of the novel respiratory illness COVID-19 a pandemic. The new strain of COVID-19 emerged in China and is considered to be highly contagious and poses a serious public health threat. We are actively monitoring the global situation and the potential impact on our financial condition, liquidity, operations, suppliers, industry, and workforce. Our results for the three months ended March 31, 2020 were not materially impacted, but given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, we are not able to estimate the effects on our results of operations, financial condition, or liquidity for the remaining fiscal year. | ||
Going Concern | Going Concern The consolidated financial statements and related notes to the consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred recurring losses and negative cash flows from operations since inception. The Company had a net loss of $35,958 for the three months ended March 31, 2020. As of March 31, 2020, the Company had cash and cash equivalents and restricted cash of $9,373 and an accumulated deficit of $436,217. As a result of these factors, there is substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to meet its obligations in the ordinary course of business is dependent on its ability to expand its subscriber base, increase revenue, establish profitable operations and find sources to fund operations. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. | Going Concern The consolidated financial statements and related notes to the consolidated financial statements have been prepared assuming the Company will continue as a going concern within one year after the date of the issuance of the financial statements. The Company has incurred recurring losses and negative cash flows from operations since inception. The Company had a net loss of $173,701 for the year ended December 31, 2019. As of December 31, 2019, the Company had cash and cash equivalents of $15,639 and an accumulated deficit of $400,259. As a result of these factors, there is substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to meet its obligations in the ordinary course of business is dependent on its ability to expand its subscriber base, increase revenue, establish profitable operations and find sources to fund operations. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. | |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements and related disclosures in conformity with U.S. GAAP requires the Company’s management to make judgments, assumptions and estimates that affect the amounts reported in its financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Significant estimates and assumptions reflected in the consolidated financial statements include, but are not limited to, fair value of stock-based awards, fair value of convertible note derivatives, estimated useful lives and recoverability of long-lived property and equipment, and accounting for income taxes, including the valuation allowance on deferred tax assets. Actual results may differ from these estimates and these differences may be material. | Use of Estimates The preparation of consolidated financial statements and related disclosures in conformity with U.S. GAAP requires the Company’s management to make judgments, assumptions and estimates that affect the amounts reported in its financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Significant estimates and assumptions reflected in the consolidated financial statements include, but are not limited to, fair value of stock-based awards, fair value of convertible note derivatives, estimated useful lives and recoverability of long-lived property and equipment, and accounting for income taxes, including the valuation allowance on deferred tax assets. Actual results may differ from these estimates and these differences may be material. | |
Unaudited Interim Condensed Consolidated Financial Information | Unaudited Interim Consolidated Financial Information The accompanying unaudited consolidated financial statements have been prepared on a basis consistent with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related footnotes as filed with Edgar on the SEC website (www.sec.gov) in the Form 8-K/A filed on June 17, 2020. The consolidated balance sheet as of December 31, 2019 included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by U.S. GAAP. The accompanying interim consolidated balance sheet as of March 31, 2020, the interim consolidated statements of operations and comprehensive loss, the interim consolidated statements of convertible preferred stock and shareholders’ deficit, and the interim consolidated statements of cash flows for the three months ended March 31, 2020 and 2019 are unaudited. These interim consolidated financial statements have been prepared on a basis consistent with the annual consolidated financial statements and, in the opinion of management, include all adjustments necessary to fairly state our financial position as of March 31, 2020, the results of our operations for the three months ended March 31, 2020 and 2019 and the results of our cash flows for the three months ended March 31, 2020 and 2019. The financial data and other financial information disclosure in the notes to these interim consolidated financial statements related to the three-month periods are also unaudited. The results for the three months ended March 31, 2020 are not necessarily indicative of the operating results expected for the year ending December 31, 2020 or any other future period. | ||
Change in Accounting Principle | Change in Accounting Principle In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09, which replaced existing revenue recognition guidance under U.S. GAAP. The Company adopted the new standard effective January 1, 2019 using the modified retrospective method. The adoption of this new standard had no impact on these consolidated financial statements. | ||
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with remaining maturities at the date of purchase of three months or less to be cash equivalents, including balances held in the Company’s money market account. The Company also classifies amounts in transit from payment processors for customer credit card and debit card transactions as cash equivalents. Restricted cash primarily represents cash on deposit with financial institutions in support of a letter of credit outstanding in favor of the Company’s landlord for office space. The restricted cash balance has been excluded from the cash balance and is classified as restricted cash on the consolidated balance sheets. The following table provides a reconciliation of cash, cash equivalents and restricted cash within the consolidated balance sheet that sum to the total of the same on the consolidated statement of cash flows: March 31, December 31, 2020 2019 Cash and cash equivalents $ 8,040 $ 14,305 Restricted cash 1,333 1,334 Total cash, cash equivalents and restricted cash $ 9,373 $ 15,639 | Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with remaining maturities at the date of purchase of three months or less to be cash equivalents, including balances held in the Company’s money market account. The Company also classifies amounts in transit from payment processors for customer credit card and debit card transactions as cash equivalents. Restricted cash primarily represents cash on deposit with financial institutions in support of a letter of credit outstanding in favor of the Company’s landlord for office space. The restricted cash balance has been excluded from the cash balance and is classified as restricted cash on the consolidated balance sheets. The following table provides a reconciliation cash, cash equivalents and restricted cash within the consolidated balance sheet that sum to the total of the same on the consolidated statement of cash flows December 31, 2019 2018 Cash and cash equivalents $ 14,305 $ 14,578 Restricted cash 1,334 1,333 Total cash, cash equivalents and restricted cash $ 15,639 $ 15,911 | |
Revenue Recognition | Revenue Recognition The Company generates revenue primarily from the following sources: 1. Subscriptions – The Company sells various subscription plans through its website and third-party app stores such as Roku and Apple. These subscription plans provide different levels of streamed content and functionality depending on the plan selected. Subscription fees are fixed and paid in advance by credit card on a monthly, quarterly or annual basis. A subscription customer executes a contract by agreeing to the Company’s terms of service. The Company considers the subscription contract legally enforceable once the customer has accepted terms of service and the Company has received credit card authorization from the customer’s credit card company. The terms of service allow customers to terminate the subscription at any time, however, in the event of termination, no prepaid subscription fees are refundable. The Company recognizes revenue at a point in time when it satisfies a performance obligation by transferring control of the promised services to the customers. Upon the customer agreeing to the Company’s terms and conditions and authorization of the credit card, the customer simultaneously receives and consumes the benefits of the streamed content ratably throughout the term of the contract. Subscription services sold through third-party app stores are recorded gross in revenue with fees to the third-party app stores recorded in subscriber related expenses in the consolidated statement of operations. Management concluded that the customers are the end user of the subscription services sold by these third-party app stores. 2. Advertising – The Company executes agreements with advertisers that want to display ads (‘impressions”) within the streamed content. The Company enters into individual insertion orders (“IOs”) with advertisers, which specify the term of each ad campaign, the number of impressions to be delivered and the applicable rate to be charged. The Company invoices advertisers monthly for impressions actually delivered during the period. Each executed IO provides the terms and conditions agreed to in respect of each party’s obligations. The Company recognizes revenue at a point in time when it satisfies a performance obligation by transferring control of the promised services to the advertiser, which generally is when the advertisement has been displayed. 3. Other – The Company has an annual contract to sub-license its rights to broadcast certain international sporting events to a third party. The Company recognizes revenue under this contract at a point in time when it satisfies a performance obligation by transferring control of the promised services to the third party, which generally is when the third party has access to the programming content. | ||
Certain Risks and Concentrations | Certain Risks and Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of demand deposits. The Company maintains cash deposits with financial institutions that at times exceed applicable insurance limits. | ||
Fair Value of Financial Instruments | Fair Value Measurements and Financial Instruments Fair value accounting is applied for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis (at least annually). Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities recorded at fair value in the consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, which are directly related to the amount of subjectivity, associated with the inputs to the valuation of these assets or liabilities are as follows: Level 1 Observable inputs such as quoted prices in active markets for identical assets and liabilities. Level 2 Inputs other than the quoted prices in active markets that are observable either directly or indirectly. Level 3 Unobservable inputs in which there is little or no market data which require the Company to develop its own assumptions. The carrying amount of the Company’s financial instruments, including accounts receivable, accounts payable, and accrued expenses, approximates their respective fair values because of their short maturities. The Company has not elected the fair value option for any financial assets and liabilities for which such an election would have been permitted. | Fair Value Measurements and Financial Instruments Fair value accounting is applied for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis (at least annually). Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities recorded at fair value in the consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, which are directly related to the amount of subjectivity, associated with the inputs to the valuation of these assets or liabilities are as follows: Level 1 Observable inputs such as quoted prices in active markets for identical assets and liabilities. Level 2 Inputs other than the quoted prices in active markets that are observable either directly or indirectly. Level 3 Unobservable inputs in which there is little or no market data which require the Company to develop its own assumptions. The carrying amount of the Company’s financial instruments, including accounts receivable, accounts payable, and accrued expenses, approximates their respective fair values because of their short maturities. The Company has not elected the fair value option for any financial assets and liabilities for which such an election would have been permitted. | |
Accounting Pronouncements Issued but Not Yet Adopted | Accounting Pronouncements Issued but Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires an entity to utilize a new impairment model known as the current expected credit loss (“CECL”) model to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is expected to result in more timely recognition of credit losses. This guidance also requires new disclosures for financial assets measured at amortized cost, loans and available-for-sale debt securities. We plan to adopt this standard as of the effective date of our merger with FaceBank to conform to their existing accounting policy and do not expect the adoption of this standard to have a material effect on our financial statements. | ||
Accounts Receivable, Net | Accounts Receivable, Net The Company records accounts receivable at the invoiced amount less an allowance for any potentially uncollectable accounts. The Company’s accounts receivable balance includes subscription fees billed, but not yet received from third-party app stores and amounts due from the sale of advertisements. In evaluating our ability to collect outstanding receivable balances, we consider many factors, including the age of the balance, collection history, and current economic trends. Bad debts are written off after all collection efforts have ceased. Based on the Company’s current and historical collection experience, management concluded that an allowance for doubtful accounts is not necessary at December 31, 2019 and 2018. No individual customer accounted for more than 10% of revenue for the years ended December 31, 2019 and 2018. Two customers accounted for more than 10% of accounts receivable at December 31, 2019 and 2018. | ||
Prepaid Affiliate Distribution Agreements | Prepaid Affiliate Distribution Agreements The Company recognizes assets for prepayments of affiliate distribution agreements. As of December 31, 2019 and 2018, prepaid affiliate agreements include $0 and $242, respectively, related to upfront payments made to television networks for the rights to distribute content within the next twelve months. Affiliate distribution rights are recognized in subscriber related expenses. | ||
Property and Equipment, Net | Property and Equipment, Net Property and equipment is stated at cost, net of accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the assets. When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is reflected in the consolidated statements of operations and comprehensive loss in the period realized. Maintenance and repairs are expensed as incurred. | ||
Impairment of Long-lived Assets | Impairment of Long-Lived Assets Long-lived assets, such as property and equipment subject to depreciation and amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that the useful life is shorter than the Company had originally estimated. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate over its remaining life. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. If the useful life is shorter than originally estimated, the Company amortizes the remaining carrying value over the new shorter useful life. No long-lived asset impairment charges were recognized for the years ended December 31, 2019 and 2018. | ||
Leases | Leases The Company categorizes leases at their inception as either operating or capital. In the ordinary course of business, the Company has entered into a non-cancelable operating lease for office space. The Company recognizes lease costs on a straight-line basis and treats lease incentives as a reduction of rent expense over the term of the agreement. The difference between cash rent payments and straight-line rent expense is recorded as a deferred rent liability. The Company does not have any leases which are classified as capital leases. | ||
Revenue from Contracts with Customers | Revenue Recognition The Company generates revenue primarily from the following sources: 1. Subscriptions – The Company sells various subscription plans through its website and third-party app stores such as Roku and Apple. These subscription plans provide different levels of streamed content and functionality depending on the plan selected. Subscription fees are fixed and paid in advance by credit card on a monthly, quarterly or annual basis. A subscription customer executes a contract by agreeing to the Company’s terms of service. The Company considers the subscription contract legally enforceable once the customer has accepted terms of service and the Company has received credit card authorization from the customer’s credit card company. The terms of service allow customers to terminate the subscription at any time, however, in the event of termination, no prepaid subscription fees are refundable. The Company recognizes revenue at a point in time when it satisfies a performance obligation by transferring control of the promised services to the customers. Upon the customer agreeing to the Company’s terms and conditions and authorization of the credit card, the customer simultaneously receives and consumes the benefits of the streamed content ratably throughout the term of the contract. Subscription services sold through third-party app stores are recorded gross in revenue with fees to the third-party app stores recorded in subscriber related expenses in the consolidated statement of operations. Management concluded that the customers are the end user of the subscription services sold by these third-party app stores. 2. Advertising – The Company executes agreements with advertisers that want to display ads (‘impressions”) within the streamed content. The Company enters into individual insertion orders (“IOs”) with advertisers, which specify the term of each ad campaign, the number of impressions to be delivered and the applicable rate to be charged. The Company invoices advertisers monthly for impressions actually delivered during the period. Each executed IO provides the terms and conditions agreed to in respect of each party’s obligations. The Company recognizes revenue at a point in time when it satisfies a performance obligation by transferring control of the promised services to the advertiser, which generally is when the advertisement has been displayed. 3. Other – The Company has an annual contract to sub-license its rights to broadcast certain international sporting events to a third party. The Company recognizes revenue under this contract at a point in time when it satisfies a performance obligation by transferring control of the promised services to the third party, which generally is when the third party has access to the programming content. | ||
Subscriber Related Expenses | Subscriber Related Expenses Subscriber related expenses consist primarily of affiliate distribution rights and other distribution costs related to content streaming. The cost of affiliate distribution rights is generally incurred on a per subscriber basis and are recognized when the related programming is distributed to subscribers. The Company has certain arrangements whereby affiliate distribution rights are paid in advance or are subject to minimum guaranteed payments. An accrual is established when actual affiliate distribution costs are expected to fall short of the minimum guaranteed amounts. To the extent actual per subscriber fees do not exceed the minimum guaranteed amounts, the Company will expense the minimum guarantee in a manner reflective of the pattern of benefit provided by these subscriber related expenses, which approximates a straight-line basis over each minimum guarantee period within the arrangement. Subscriber related expenses also include credit card and payment processing fees for subscription revenue, customer service, certain employee compensation and benefits, cloud computing, streaming, and facility costs. The Company receives advertising spots from television networks for sale to advertisers as part of the affiliate distribution agreements. | ||
Broadcasting and Transmission | Broadcasting and Transmission Broadcasting and transmission expenses are charged to operations as incurred and consist primarily of the cost to acquire a signal, transcode, store, and retransmit it to the subscribers. | ||
Sales and Marketing | Sales and Marketing Sales and marketing expenses consist primarily of payroll and related costs, benefits, rent and utilities, stock-based compensation, agency costs, advertising campaigns and branding initiatives. All sales and marketing costs are expensed as they are incurred. Advertising expense totaled $30,634 and $44,033 for the years ended December 31, 2019 and 2018, respectively. | ||
Technology and Development | Technology and Development Technology and development expenses are charged to operations as incurred. Technology and development expenses consist primarily of payroll and related costs, benefits, rent and utilities, stock-based compensation, technical services, software expenses, and hosting expenses. | ||
General and Administrative | General and Administrative General and administrative expenses consist primarily of payroll and related costs, benefits, rent and utilities, stock-based compensation, corporate insurance, office expenses, professional fees, as well as travel, meals, and entertainment costs. | ||
Stock-based Compensation | Stock-Based Compensation Stock-based compensation expense is measured based on the grant-date fair value of the stock-based awards. The fair value of each employee share option is estimated on the date of grant using the Black-Scholes option-pricing valuation model. The Company recognizes compensation costs using a straight-line single-option approach for all employee stock-based compensation awards over the requisite service period of the awards, which is generally the awards’ vesting period. Forfeitures are recognized as they occur. | ||
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the years in which the temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the period that includes the enactment date. A valuation allowance is recorded for deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company evaluates and accounts for uncertain tax positions using a two-step approach. Recognition, step one, occurs when the Company concludes that a tax position, based solely on its technical merits, is more-likely-than-not to be sustainable upon examination. Measurement, step two, determines the amount of benefit that is greater than 50 percent likely to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. De-recognition of a tax position that was previously recognized would occur when the Company subsequently determines that a tax position no longer meets the more-likely-than-not threshold of being sustained. | ||
Comprehensive Loss | Comprehensive Loss The Company’s net loss was equal to its comprehensive loss for the years ended December 31, 2019 and 2018. | ||
Recently Issued Accounting Standards | Recently Issued Accounting Standards In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (“ASU 2014-09”), which replaces existing revenue recognition guidance. For nonpublic entities, the new guidance became effective for annual reporting periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. Among other things, the updated guidance requires companies to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The adoption had no impact on the Company’s consolidated financial statements. In February 2016, the FASB issued ASU 2016-02 which requires assets and liabilities related to both capital and operating leases to be recorded on the balance sheet. The new guidance is effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020, and early adoption of the amendments is permitted. The Company is assessing the impact of adoption on the consolidated financial statements. In July 2017, the FASB issued ASU 2017-11 that allows companies to exclude a down round feature when determining whether a financial instrument (or embedded conversion feature) is considered indexed to the entity’s own stock. As a result, financial instruments (or embedded conversion features) with down round features may no longer be required to be accounted for and classified as liabilities. A company will recognize the value of a down round feature only when it is triggered, and the strike price has been adjusted downward. For equity-linked freestanding financial instruments, such as warrants, an entity will treat the value of the effect of the down round, when triggered, as a dividend and a reduction of income available to common shareholders in computing basic earnings per share. For convertible instruments with embedded conversion features containing down round provisions, entities will recognize the value of the down round as a beneficial conversion discount to be amortized to earnings. The guidance in ASU 2017-11 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted, and the guidance is to be applied using a full or modified retrospective approach. The adoption of ASU 2017-09 had no impact on the Company’s consolidated financial statements. In June 2018, the FASB issued ASU 2018-07 that expands the scope of Topic 718 to include stock-based payments issued to nonemployees for goods and services, which are currently accounted for under Topic 505. The ASU specifies that Topic 718 will apply to all stock-based payment transactions in which a grantor acquires goods or services to be used or consumed in the grantor’s own operations in exchange for stock-based payment awards. Upon transition, the Company will remeasure equity-classified awards for which a measurement date has not been established. The cumulative effect of the remeasurement will be recorded as an adjustment to retained earnings as of the beginning of the fiscal year of adoption. The amendments in ASU 2018-07 are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than the Company’s adoption date of Topic 606. The adoption had no impact on the Company’s consolidated financial statements. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Policies) (FaceBank Group, Inc. Pre-Merger) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Principles of Consolidation | Principles of Consolidation and Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts, as of September 30, 2020, of the Company, its wholly-owned subsidiaries and its 99.7%-owned operating subsidiary EAI, which, until the Merger, was the Company’s principal operating subsidiary; inactive subsidiaries York Production LLC and York Production II LLC; wholly-owned subsidiaries Facebank AG, StockAccess Holdings SAS (“SAH”) and FBNK Finance Sarl (“FBNK Finance”); its 70.0% ownership in Highlight Finance Corp. (“HFC”); and its 76% ownership in Pulse Evolution Corporation (“PEC”). Subsequent to the Merger, fuboTV Pre-Merger became our wholly owned subsidiary. All inter-company balances and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments and events in the current period such as the Nexway deconsolidation and acquisition of fuboTV Pre-Merger, considered necessary for a fair presentation of such interim results. The results for the unaudited condensed consolidated statement of operations are not necessarily indicative of results to be expected for the year ending December 31, 2020 or for any future interim period. The unaudited condensed consolidated balance sheet as at December 31, 2019 has been derived from the audited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2019 and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on May 29, 2020, as amended on Form 10-K/A filed with the SEC on August 11, 2020 along with the consolidated financial statements for fuboTV Pre-Merger for the year ended December 31, 2019 and notes thereto included on Form 8-K/A filed with the SEC on June 17, 2020. | ||
Reclassifications | Reclassifications For the three and nine months ended September 30, 2019, the Company has reclassified certain prior year amounts on the face of the financial statements in order to conform to the current year presentation. These reclassifications had no effect on the Company’s consolidated financial position, results of operations, or liquidity. | ||
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates. The significant estimates and assumptions include allocating the fair value of purchase consideration to assets acquired and liabilities assumed in business acquisitions, useful lives of property and equipment and intangible assets, recoverability of goodwill, long-lived assets, and investments, accruals for contingent liabilities, valuations of derivative liabilities, equity instruments issued in share-based payment arrangements and accounting for income taxes, including the valuation allowance on deferred tax assets. | ||
Concentrations | Certain Risks and Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of demand deposits. The Company maintains cash deposits with financial institutions that at times exceed applicable insurance limits. The majority of the Company’s software and computer systems utilizes data processing, storage capabilities and other services provided by Amazon Web Services, or AWS, which cannot be easily switched to another cloud service provider. As such, any disruption of the Company’s interference with AWS would adversely impact the Company’s operations and business. | ||
Property and Equipment | Property and Equipment, net Property and equipment is stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are depreciated over the shorter of the lease term or the estimated useful life of the assets. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statements of operations and comprehensive loss in the period realized. Maintenance and repairs are expensed as incurred. | ||
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurements. This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements, ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows: Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 — observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and Level 3 — assets and liabilities whose significant value drivers are unobservable. | ||
Acquisitions and Business Combinations | Acquisitions and Business Combinations The Company allocates the fair value of purchase consideration issued in business combination transactions to the tangible assets acquired, liabilities assumed, and separately identified intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from: (a) acquired technology, (b) trademarks and trade names, and (c) customer relationships, useful lives, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. The allocation of the purchase consideration may remain preliminary as the Company gathers additional facts about the circumstances that existed as of the acquisition date during the measurement period. The measurement period shall not exceed one year from the acquisition date. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. | ||
Revenue from Contracts with Customers | Revenue From Contracts With Customers The Company recognizes revenue from contracts with customers under ASC 606, Revenue from Contracts with Customers ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the company satisfies a performance obligation The Company generates revenue from the following sources: 1. Subscriptions – The Company sells various subscription plans through its website and third-party app stores. These subscription plans provide different levels of streamed content and functionality depending on the plan selected. Subscription fees are fixed and paid in advance by credit card on a monthly, quarterly or annual basis. A subscription customer executes a contract by agreeing to the Company’s terms of service. The Company considers the subscription contract legally enforceable once the customer has accepted terms of service and the Company has received credit card authorization from the customer’s credit card company. The terms of service allow customers to terminate the subscription at any time, however, in the event of termination, no prepaid subscription fees are refundable. The Company recognizes revenue when it satisfies a performance obligation by transferring control of the promised services to the customers, which is ratably over the subscription period. Upon the customer agreeing to the Company’s terms and conditions and authorization of the credit card, the customer simultaneously receives and consumes the benefits of the streamed content ratably throughout the term of the contract. Subscription services sold through third-party app stores are recorded gross in revenue with fees to the third-party app stores recorded in subscriber related expenses in the consolidated statement of operations. Management concluded that the customers are the end user of the subscription services sold by these third-party app stores. 2. Advertisements – The Company executes agreements with advertisers that want to display ads (“impressions”) within the streamed content. The Company enters into individual insertion orders (“IOs”) with advertisers, which specify the term of each ad campaign, the number of impressions to be delivered and the applicable rate to be charged. The Company invoices advertisers monthly for impressions actually delivered during the period. Each executed IO provides the terms and conditions agreed to in respect of each party’s obligations. The Company recognizes revenue at a point in time when it satisfies a performance obligation by transferring control of the promised services to the advertiser, which generally is when the advertisement has been displayed. 3. Software licenses, net – Revenue from the sale of software licenses are recognized as a single performance obligation at the point in time that the software license is delivered to the customer. The Company under its contracts is required to provide its customers with 30 days to return the license for a full refund, regardless of reason, and the Company will be provided a refund in full of its cost to sell the license. Therefore, for Nexway, the Company acts as an agent and recognizes revenue on a net basis. As a result of the deconsolidation of Nexway AG which was effective as of March 31, 2020, the Company no longer generates revenue from software licenses.(See Note 7) 4. Other – The Company has an annual contract to sub-license its rights to broadcast certain international sporting events to a third party. The Company recognizes revenue under this contract at a point in time when it satisfies a performance obligation by transferring control of the promised services to the third party, which generally is when the third party has access to the programming content. | ||
Loss Per Share | Net Loss Per Share Basic net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per common share excludes the potential impact of the Company’s convertible notes, convertible preferred stock, common stock options and warrants because their effect would be anti-dilutive. The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Basic loss per share: Net loss $ (274,117 ) $ (6,909 ) $ (404,064 ) $ (15,794 ) Less: net (loss) income attributable to non-controlling interest — (128 ) 1,555 2,653 Less: Deemed dividend - beneficial conversion feature on preferred stock — (6 ) — (6 ) Add: deemed dividend on Series D Preferred Stock — (379 ) — (379 ) Net loss attributable to common stockholders $ (274,117 ) $ (7,166 ) $ (402,509 ) $ (16,179 ) Shares used in computation: Weighted-average common shares outstanding 44,199,709 24,363,124 36,577,183 20,165,089 Basic and diluted loss per share $ (6.20 ) $ (0.29 ) $ (11.00 ) $ (0.80 ) The following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion would have been anti-dilutive: September 30, September 30, 2020 2019 Common stock purchase warrants 9,538,533 200,007 Series AA convertible preferred shares 64,648,724 - Series D convertible preferred shares - 455,233 Stock options 17,952,213 16,667 Convertible notes variable settlement feature - 609,491 Total 92,139,470 1,281,398 | ||
Segment Reporting | Segment and Reporting Unit Information Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. A committee consisting of the Company’s executives are determined to be the CODM. The CODM reviews financial information and makes resource allocation decisions between the fubo TV and Facebank pre-merger businesses. As such, the Company has two operating segments (fuboTV and Facebank) as of September 30, 2020. As of September 30, 2020, the Facebank operating segment had nominal operations. | ||
Recently Adopted Accounting Pronouncements | Recently Issued Accounting Standards In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses” In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company adopted this standard on January 1, 2020 and the adoption did not have a material impact on the condensed financial statements and related disclosures. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. This ASU is effective for annual reporting periods beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. This update permits the use of either the modified retrospective or fully retrospective method of transition. The Company is currently evaluating the impact this ASU will have on its condensed consolidated financial statements and related disclosures. | ||
FaceBank Group, Inc Pre-Merger [Member] | |||
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts, as of March 31, 2020, of the Company and its 99.7%-owned operating subsidiary EAI, which, until the Merger, was the Company’s principal operating subsidiary; inactive subsidiaries York Production LLC and York Production II LLC; wholly-owned subsidiaries Facebank AG, StockAccess Holdings SAS (“SAH”) and FBNK Finance Sarl (“FBNK Finance”); its 70.0% ownership in Highlight Finance Corp. (“HFC”); and its 76% ownership in Pulse Evolution Corporation (“PEC”). All significant inter-company balances and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments (except for the Nexway deconsolidation), considered necessary for a fair presentation of such interim results. The results for the unaudited condensed consolidated statement of operations are not necessarily indicative of results to be expected for the year ending December 31, 2020 or for any future interim period. The unaudited condensed consolidated balance sheet at December 31, 2019 has been derived from the audited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2019 and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on May 29, 2020. | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its 99.7% owned principal operating subsidiary Evolution AI Corporation (“EAI”), 62.3% majority-owned operating subsidiary Nexway AG (“Nexway”), wholly-owned subsidiaries Facebank AG and StockAccess Holdings SAS (“SAH”), 70.0% majority-owned operating subsidiary Highlight Finance Corp. (“HFC”), inactive subsidiaries York Production LLC and York Production II LLC and its 68% majority owned subsidiary, Pulse Evolution Corporation (“PEC”). All inter-company balances and transactions have been eliminated in consolidation. | |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. These reclassifications have no impact on the previously reported financial position or results of operations. | ||
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The significant estimates and assumptions include allocating the fair value of purchase consideration issued in business acquisitions, useful lives of intangible assets, analysis of impairments of recorded intangible assets, accruals for potential liabilities, assumptions made in valuing derivative liabilities and assumptions made when estimating the fair value of equity instruments issued in share-based payment arrangements and fair value of equity method investees. | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The significant estimates and assumptions include allocating the fair value of purchase consideration issued in business acquisitions, useful lives of intangible assets, analysis of impairments of recorded intangible assets, accruals for potential liabilities, assumptions made in valuing derivative liabilities and assumptions made when estimating the fair value of equity instruments issued in share-based payment arrangements. | |
Significant Accounting Policies | Significant Accounting Policies For a detailed discussion about the Company’s significant accounting policies, see the Company’s Annual Report on Form 10-K filed with the SEC on May 29, 2020. | ||
Cash and Cash Equivalents | Cash and Cash Equivalents The Company’s cash balances primarily consist of funds maintained at Nexway AG. The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. The Company does not have any cash equivalents as of December 31, 2019 and 2018. Nearly all of the cash held by the Company as of December 31, 2019 was held in banks in France and Germany. Under the EU banking directive of 94/19/EC, both Germany and France created insurance funds covering 100,000 EUR per account. The Company holds significant amounts of cash in excess of those insurance limits, however, the Company maintains its accounts at high quality financial institutions and to date has never experienced a loss. | ||
Fair Value Estimates | Fair Value Estimates The carrying amounts of the Company’s financial assets and liabilities, such as cash, other assets, accounts payable and accrued payroll, approximate their fair values because of the short maturity of these instruments. The carrying amounts of notes payable and convertible notes approximate their fair values due to the fact that the effective interest rates on these obligations are comparable to market interest rates for instruments of similar credit risk. | ||
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are reported at realizable value, net of allowances for contractual credits and doubtful accounts. The Company records allowances for doubtful accounts receivable based upon expected collectability. The reserve is generally established based upon an analysis of its aged receivables. Additionally, if necessary, a specific reserve for individual accounts is recorded when the Company becomes aware of a customer’s inability to meet its financial obligations, such as in the case of a bankruptcy filing or deterioration in the customer’s operating results or financial position. The Company also regularly reviews the allowance by considering factors such as historical collections experience, credit quality, age of the accounts receivable balance and current economic conditions that may affect a customer’s ability to pay. If actual bad debts differ from the reserves calculated, the Company records an adjustment to bad debt expense in the period in which the difference occurs. | ||
Concentrations | Concentrations For the year ended December 31, 2019 and 2018, no customer accounted for more than 10% of sales and accounts receivable. | ||
Vendor Concentration | Vendor Concentration For the year ended December 31, 2019 the Company purchased approximately 47% of its licenses sold to customers from two vendors and those two vendors accounts for approximately 60% of accounts payable as of December 31, 2019. | ||
Property and Equipment | Property and Equipment Property and equipment, which principally consists of furniture and fixtures, are stated at cost, and are depreciated using the straight-line method over the estimated useful life of five years. Repairs and maintenance are expensed as incurred. | ||
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurements. This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements, ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows: Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 — observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and Level 3 — assets and liabilities whose significant value drivers are unobservable. | ||
Long-term Investments | Long-Term Investments As described in Note 6 to these consolidated financial statements, effective January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) 2016-01 and related ASU 2018-03 concerning recognition and measurement of financial assets and financial liabilities. In adopting this new guidance, the Company has made an accounting policy election to adopt an adjusted cost method measurement alternative for investments in equity securities without readily determinable fair values. For equity investments that are accounted for using the measurement alternative, the Company initially records equity investments that qualify for the measurement alternative at cost, but is required to adjust the carrying value of such equity investments through earnings when there is an observable transaction involving the same or a similar investment with the same issuer or upon an impairment. For equity investments that result in the Company having significant influence, but not control, of an entity, the Company applies the equity method of accounting. Loans for which the Company has the intent and ability to hold for the foreseeable future or until maturity are classified as held for investment and accounted for at cost, adjusted for unamortized premiums and discounts, net of allowance for loan losses. | ||
Impairment Testing of Long-Lived Assets | Impairment Testing of Long-Lived Assets The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. During the year ended December 31, 2019, the Company recorded impairment charges of approximately $8.6 million related to the intangible assets acquired with the Company’s acquisition of Nexway (See Note 5). | ||
Acquisitions and Business Combinations | Acquisitions and Business Combinations The Company allocates the fair value of purchase consideration issued in business combination transactions to the tangible assets acquired, liabilities assumed, and separately identified intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from, acquired technology, trade-marks and trade names, useful lives, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. | ||
Goodwill | Goodwill The Company tests goodwill for impairment at the reporting unit level on an annual basis on December 31 for each fiscal year or more frequently if events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. The Company assesses qualitative factors to determine whether it is more likely than not that the fair value of a single reporting unit is less than its carrying amount under ASU No. 2017-04, Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment, issued by the FASB. If it is determined that the fair value is less than its carrying amount, the excess of the goodwill carrying amount over the implied fair value is recognized as an impairment loss. The Company tested goodwill for impairment as of December 31, 2019 and based on its review, goodwill was not impaired. There were no goodwill impairment charges recorded during the year ended December 31, 2018. Changes in economic and operating conditions and the impact of COVID-19 could result in goodwill impairment in future periods. | ||
Intangible Assets | Intangible Assets The Company’s intangible assets represent definite lived intangible assets, which are being amortized on a straight- line basis over their estimated useful lives as follows: Human animation technologies 7 years Trademark and trade names 7 years Animation and visual effects technologies 7 years Digital asset library 5-7 years Intellectual Property 7 years Customer relationships 11 years | ||
Convertible Instruments with Embedded Features | Convertible Instruments With Embedded Features The Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for in accordance with Topic 815 of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). The accounting treatment of derivative financial instruments requires that the Company record the conversion options and warrants at their fair values as of the inception date of the agreement and as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period conversion options, when bifurcated, are recorded as a discount to the host instrument and are amortized as interest expense over the life of the underlying instrument using the effective interest method. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. The Monte Carlo simulation model was used to estimate the fair value of the warrants that are classified as derivative liabilities on the consolidated balance sheets. The model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the warrants. | ||
Derivative Financial Instruments | Derivative Financial Instruments Derivative liabilities are recognized in the consolidated balance sheets at fair value based on the criteria specified in ASC Topic 815-15 – Derivatives and Hedging – Embedded Derivatives (“ASC 815-15”). The Company evaluates all of its financial instruments, including embedded conversion features in convertible debt and warrants, and unit investments that include the sale of a profits interest, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Monte Carlo simulation model was used to estimate the fair value of the embedded conversion features of the Company’s convertible notes that are classified as derivative liabilities on the consolidated balance sheets. The model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the convertible notes. | ||
Warrant Liability | Warrant Liability The Company accounts for common stock warrants with cash settlement features as liability instruments at fair value. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s consolidated statements of operations. The fair value of liabilities classified as warrants has been estimated using the Monte Carlo simulation model. | ||
Deferred Tax Liability | Deferred Tax Liability The following is a rollforward of the Company’s deferred tax liability from January 1, 2020 to March 31, 2020 (in thousands): March 31, 2020 Beginning balance $ 30,879 Income tax benefit (associated with the amortization of intangible assets) (1,038 ) Deconsolidation of Nexway (1,162 ) Ending balance $ 28,679 | Deferred Tax Liability The Company recognized $1.2 million of deferred tax liabilities related to its Facebank AG acquisition, and $0.5 million related to its Nexway acquisition during the year ended December 31, 2019. During the year ended December 31, 2019, the Company recognized a full impairment of the intangible assets acquired with its Nexway acquisition, and eliminated the related deferred tax liability. The Company recorded $36.9 million of deferred tax liabilities related to the EAI acquisition and $0.2 million related to the Namegames acquisition during the year ended December 31, 2018. The following is a rollforward of the Company’s deferred tax liability from January 1, 2019 to December 31, 2019 (in thousands): December 31, 2019 December 31, 2018 Beginning balance $ 35,000 $ - Evolution AI acquisition - 36,937 Namegames acquisition - 177 Facebank acquisition 1,151 - Nexway acquisition 450 - Impairment of Nexway intangible assets (450 ) - Income tax benefit (associated with the amortization of intangible assets) (5,272 ) (2,114 ) Ending balance $ 30,879 $ 35,000 | |
Convertible Preferred Stock | Convertible Preferred Stock Preferred shares subject to mandatory redemption are classified as liability instruments and are measured at fair value. The Company classifies conditionally redeemable preferred shares, which includes preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control, as temporary equity (“mezzanine”) until such time as the conditions are removed or lapse. | ||
Non-Controlling Interest | Non-Controlling Interest Non-controlling interest represents PEC stockholders who retained an aggregate 32% interest in that entity following the Company acquisition of EAI. Non-controlling interest is adjusted for the non-controlling interest holders’ proportionate share of the earnings or losses even if loss allocations result in a deficit non-controlling interest balance. | ||
Sequencing | Sequencing On July 30, 2019, the Company adopted a sequencing policy under ASC 815-40-35 whereby in the event that reclassification of contracts from equity to assets or liabilities is necessary pursuant to ASC 815 due to the Company’s inability to demonstrate it has sufficient authorized shares as a result of certain securities with a potentially indeterminable number of shares, shares will be allocated on the basis of the earliest issuance date of potentially dilutive instruments, with the earliest grants receiving the first allocation of shares. Pursuant to ASC 815, issuance of securities to the Company’s employees or directors are not subject to the sequencing policy. | ||
Leases | Leases Effective January 1, 2019, the Company accounts for its leases under ASC 842, Leases In calculating the right of use asset and lease liability, the Company elects to combine lease and non-lease components. The Company excludes short-term leases having initial terms of 12 months or less, if any, from the new guidance as an accounting policy election, and recognizes rent expense on a straight-line basis over the lease term. The Company continues to account for leases in the prior period financial statements under ASC Topic 840. | ||
Revenue from Contracts with Customers | Revenue From Contracts With Customers The Company recognizes revenue from contracts with customers under ASC 606, Revenue from Contracts with Customers ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the company satisfies a performance obligation The Company recognized net revenues from contracts with customers of approximately $4.3 million during the year ended December 31, 2019, primarily from the sale of software licenses. Revenue from the sale of software licenses are recognized as a single performance obligation at the point in time that the software license is delivered to the customer. The Company under its contracts is required to provide its customers with 30 days to return the license for a full refund, regardless of reason, and the Company will be provided a refund in full of its cost to sell the license. Therefore, for Nexway, the Company acts as an agent and recognizes revenue on a net basis. The following presents our revenues from contracts disaggregated by major business activity (in thousands): Year Ended December 31, 2019 Nexway eCommerce Solutions $ 3,359 Nexway Academics 912 Total $ 4,271 | ||
Stock-Based Compensation | Stock-Based Compensation The Company accounts for share-based payment awards exchanged for services at the estimated grant date fair value of the award. Stock options issued under the Company’s long-term incentive plans are granted with an exercise price equal to no less than the market price of the Company’s stock at the date of grant and expire up to ten years from the date of grant. These options generally vest on the grant date or over a one- year period. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. Expected Term Expected Volatility Risk-Free Interest Rate Expected Dividend Effective January 1, 2017, the Company elected to account for forfeited awards as they occur, as permitted by Accounting Standards Update (“ASU”) 2016-09. Ultimately, the actual expenses recognized over the vesting period will be for those shares that vested. Prior to making this election, the Company estimated a forfeiture rate for awards at 0%, as the Company did not have a significant history of forfeitures. | ||
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, in which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is required to the extent any deferred tax assets may not be realizable. ASC Topic 740, Income Taxes, (“ASC 740”), also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s consolidated financial statements. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in material changes to its financial position. | ||
Loss Per Share | Loss Per Share Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per . The following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion would have been anti-dilutive: March 31, March 31, 2020 2019 Common stock purchase warrants 200,007 200,007 Series D Preferred Stock shares 456,000 - Stock options 16,667 16,667 Convertible notes variable settlement feature 311,111 577,503 Total 983,785 794,177 | (Loss)/ Income Per Share Basic (loss) income per share is computed by dividing net (loss) income available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted (loss) income per share reflects the potential dilution, using the treasury stock method that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the (loss) income of the Company. In computing diluted (loss) income per share, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase common stock at the average market price during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants. The following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion would have been anti-dilutive: December 31, 2019 2018 Common stock purchase warrants 200,007 7 Series D convertible preferred shares 461,839 - Series X convertible preferred shares - 15,000,000 Stock options 16,667 16,667 Convertible notes variable settlement feature 190,096 196,243 Total 868,609 15,212,917 | |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions Assets and liabilities of foreign subsidiaries having non-U.S. dollar functional currencies are translated at exchange rates at the end of a period. Revenues and expenses are translated at average exchange rates during the period. The gains or losses resulting from translating foreign currency financial statements into U.S. dollars, net of taxes, if any, are reported as a separate component of Accumulated Other comprehensive income (loss) within stockholders’ equity. Gains or losses resulting from foreign currency transactions are included in Other income (expense) in the Company’s Consolidated Statements of Operations. | ||
Segment Reporting | Segment Reporting The Company has only one operating segment and reporting unit. The Company defines its segments as those business units whose operating results are regularly reviewed by the chief operating decision maker (“CODM”) to analyze performance and allocate resources. The Company’s CODM is its Chief Executive Officer. As of and for the year ended December 31, 2019, the CODM only reviews consolidated results to analyze performance and allocate resources. Revenues, classified by the major geographic areas in which our customers were located, were as follows (in thousands): Revenues Europe $ 4,049 United States 222 Total $ 4,271 | ||
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU’) 2016-02, Leases (Topic 842) Leases (Topic 840) Leases (Topic 842) Land Easement Practical Expedient for Transition to Topic 842 In July 2017, the FASB has issued a two-part ASU No. 2017-11, (i) Accounting for Certain Financial Instruments with Down Round Features Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers Principal versus Agent Considerations (Reporting Revenue Gross versus Net) Identifying Performance Obligations and Licensing Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers Narrow Scope Improvements and Practical Expedients Revenue from Contracts with Customers In April 2016, the FASB issued ASU 2016-10 to clarify the implementation guidance on licensing and the identification of performance obligations consideration included in ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which is also known as ASC 606, was issued in May 2014 and outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. In March 2016, the FASB issued ASU 2016-08 to provide amendments to clarify the implementation guidance on principal versus agent considerations. The Company implemented the standard on the effective date of January 1, 2018 on a modified retrospective basis to contracts which were not completed as of this date. Adoption of this standard did not have a material impact on the Company’s consolidated financial statements as the Company did not have a material amount of revenue. In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805) Clarifying the Definition of a Business” The amendments in this ASU clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. Early adoption is permitted, including for interim or annual periods for which the financial statements have not been issued or made available for issuance. The Company adopted this guidance as of January 1, 2018. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment On June 20, 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 is intended to reduce cost and complexity and to improve financial reporting for share-based payments to nonemployees (for example, service providers, external legal counsel, suppliers, etc.). Under the new standard, companies will no longer be required to value non-employee awards differently from employee awards. Meaning that companies will value all equity classified awards at their grant date under ASC 718 and forgo revaluing the award after this date. The Company has chosen to early adopt this standard as of January 1, 2018. | ||
Recently Issued Accounting Standards | Recently Issued Accounting Standards In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The amendments in ASU 2018-13 modify the disclosure requirements on fair value measurements based on the concepts in the Concepts Statement, including the consideration of costs and benefits. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The amendments are effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating ASU 2018-13 and its impact on its condensed consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its condensed consolidated financial statements and related disclosures. | Recently Issued Accounting Standards In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The amendments in ASU 2018-13 modify the disclosure requirements on fair value measurements based on the concepts in the Concepts Statement, including the consideration of costs and benefits. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The amendments are effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating ASU 2018-13 and its impact on its consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Summary of Reconciliation of Cash, Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash within the consolidated balance sheet that sum to the total of the same on the consolidated statement of cash flows: September 30, December 31, 2020 2019 Cash and cash equivalents $ 38,864 $ 7,624 Restricted cash 1,275 — Total cash, cash equivalents and restricted cash $ 40,139 $ 7,624 | ||
Summary of Calculation of Basic and Diluted Net Loss Per Share | The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Basic loss per share: Net loss $ (274,117 ) $ (6,909 ) $ (404,064 ) $ (15,794 ) Less: net (loss) income attributable to non-controlling interest — (128 ) 1,555 2,653 Less: Deemed dividend - beneficial conversion feature on preferred stock — (6 ) — (6 ) Add: deemed dividend on Series D Preferred Stock — (379 ) — (379 ) Net loss attributable to common stockholders $ (274,117 ) $ (7,166 ) $ (402,509 ) $ (16,179 ) Shares used in computation: Weighted-average common shares outstanding 44,199,709 24,363,124 36,577,183 20,165,089 Basic and diluted loss per share $ (6.20 ) $ (0.29 ) $ (11.00 ) $ (0.80 ) | ||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion would have been anti-dilutive: September 30, September 30, 2020 2019 Common stock purchase warrants 9,538,533 200,007 Series AA convertible preferred shares 64,648,724 - Series D convertible preferred shares - 455,233 Stock options 17,952,213 16,667 Convertible notes variable settlement feature - 609,491 Total 92,139,470 1,281,398 | ||
Fubo TV Pre-Merger [Member] | |||
Summary of Reconciliation of Cash, Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash within the consolidated balance sheet that sum to the total of the same on the consolidated statement of cash flows: March 31, December 31, 2020 2019 Cash and cash equivalents $ 8,040 $ 14,305 Restricted cash 1,333 1,334 Total cash, cash equivalents and restricted cash $ 9,373 $ 15,639 | The following table provides a reconciliation cash, cash equivalents and restricted cash within the consolidated balance sheet that sum to the total of the same on the consolidated statement of cash flows December 31, 2019 2018 Cash and cash equivalents $ 14,305 $ 14,578 Restricted cash 1,334 1,333 Total cash, cash equivalents and restricted cash $ 15,639 $ 15,911 |
Acquisition (Tables)
Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Schedule of Assets Acquired and Liabilities Assumed | Any necessary adjustments will be finalized within one year from the date of acquisition (in thousands). Fair Value Assets acquired: Cash and cash equivalents $ 8,040 Accounts receivable 5,831 Prepaid expenses and other current assets 976 Property & equipment 2,042 Restricted cash 1,333 Other noncurrent assets 397 Operating leases - right-of-use assets 5,395 Intangible assets 243,612 Deferred tax assets 252 Goodwill 493,847 Total assets acquired $ 761,725 Liabilities assumed Accounts payable $ 51,687 Accounts payable – due to related parties 14,811 Accrued expenses and other current liabilities 50,249 Accrued expenses and other current liabilities – due to related parties 30,913 Long term borrowings - current portion 5,625 Operating lease liabilities 5,395 Deferred revenue 8,809 Long-term debt, net of issuance costs 18,125 Total liabilities assumed $ 185,614 Net assets acquired $ 576,111 |
Schedule of Estimated Useful Lives and Fair Value of the Intangible Assets Acquired | The estimated useful lives and fair value of the intangible assets acquired are as follows (in thousands): Estimated (in Years) Fair Value Software and technology 9 $ 181,737 Customer relationships 2 23,678 Tradenames 9 38,197 Total $ 243,612 |
Schedule of Pro Forma Information | . The following unaudited pro forma consolidated results of operations assume that the acquisition of fuboTV Pre-Merger was completed as of January 1, 2019 (in thousands, except per share data). Nine months ended September 30 2020 2019 Total revenues $ 163,716 $ 99,321 Net loss attributable to common stockholders $ (448,412 ) $ (164,303 ) |
Revenue From Contracts With C_2
Revenue From Contracts With Customers (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregated Revenue | The following table presents the Company’s revenues disaggregated into categories based on the nature of such revenues (in thousands): Three Months Ended September 30 Nine months ended September 30 2020 2019 2020 2019 Subscriptions $ 53,433 $ - $ 92,945 $ - Advertisements 7,520 - 11,843 - Software licenses, net – Nexway eCommerce Solutions - 5,834 7,295 5,834 Other 249 - 586 - Total revenue $ 61,202 $ 5,834 $ 112,669 $ 5,834 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Schedule of Property and Equipment, Net | Property and equipment, net, is comprised of the following (in thousands): September 30, 2020 December 31, 2019 Furniture and fixtures $ 668 $ 335 Computer equipment 737 - Leasehold improvements 2,280 - 3,685 335 Less: Accumulated depreciation (1,845 ) Total property and equipment, net $ 1,840 $ 335 | ||
Fubo TV Pre-Merger [Member] | |||
Schedule of Property and Equipment, Net | Property and equipment, net, is comprised of the following: Estimated March 31, December 31, useful lives 2020 2019 Furniture and fixtures 5 years $ 572 $ 572 Computer equipment 3 years 682 653 Leasehold improvements Lesser of useful life or lease term 2,272 2,272 3,526 3,497 Less: Accumulated depreciation (1,484 ) (1,349 ) Total property and equipment, net $ 2,042 $ 2,148 | Property and equipment, net, is comprised of the following: Estimated useful lives December 31, 2019 2018 Furniture and fixtures 5 years $ 572 $ 569 Computer equipment 3 years 653 520 Leasehold improvements Lesser of useful 2,272 2,272 3,497 3,361 Less: Accumulated depreciation (1,349 ) (733 ) Total property and equipment, net $ 2,148 $ 2,628 |
FaceBank AG and Nexway - Asse_2
FaceBank AG and Nexway - Assets Held For Sale (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Investments, All Other Investments [Abstract] | |
Schedule of Deconsolidation of Nexway | The deconsolidation of Nexway resulted in a loss of approximately $11.9 million calculated as follows (in thousands): Cash $ 5,776 Accounts receivable 9,831 Inventory 50 Prepaid expenses 164 Goodwill 51,168 Property and equipment, net 380 Right-of-use assets 3,594 Total assets $ 70,963 Less: Accounts payable 34,262 Accrued expenses 15,788 Lease liability 3,594 Deferred income taxes 1,161 Other liabilities 40 Total liabilities $ 54,845 Non-controlling interest 2,595 Foreign currency translation adjustment (770 ) Loss before fair value – investment in Nexway 14,293 Less: fair value of shares owned by the Company 2,374 Loss on deconsolidation of Nexway $ 11,919 |
Schedule of Net Carrying Value of Investment in Facebank AG and Nexway and Related Gain on Sale of Investment | The following table represents the net carrying value of the Company’s investment in Facebank AG and Nexway and the related gain on sale of its investment: Investment in Nexway $ 4,988 Financial assets at fair value 1,965 Goodwill 28,541 Total assets 35,494 Loan payable 56,140 Net carrying amount (20,646 ) Issuance of common stock to original owners of Facebank AG 12,395 Cash paid to former owners of Facebank AG 619 Gain on sale of investment in Facebank AG $ (7,631 ) |
Panda Interests (Tables)
Panda Interests (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Panda Interests | |
Schedule of Profits Interest | The table below summarizes the Company’s profits interest since the date of the transaction (in thousands except for unit and per unit information): Panda units granted 26.2 Fair value per unit on grant date $ 67,690 Grant date fair value $ 1,773 Change in fair value of Panda interests 198 Fair value at December 31, 2019 $ 1,971 Change in fair value of Panda interests 148 Fair value at September 30, 2020 $ 2,119 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Impairment Charges | The following table represents the impairment charges recorded during the 3 rd Intangible assets $ 88,059 Goodwill $ 148,622 Total impairment expense $ 236,681 |
Schedule of Intangible Assets | The table below summarizes the Company’s intangible assets at September 30, 2020 and December 31, 2019 (in thousands): Weighted September 30, 2020 Useful Remaining Intangible Intangible Accumulated Net Human animation technologies 5 5 $ 123,436 (79,884 ) (37,871 ) $ 5,681 Trademark and trade names 5 5 7,746 (3,903 ) (2,379 ) 1,464 Animation and visual effects technologies 5 5 6,016 (1,868 ) (1,848 ) 2,300 Digital asset library 5 5 7,536 (1,830 ) (2,185 ) 3,522 Intellectual Property 7 - 828 (574 ) (254 ) - Customer relationships 2 1.5 23,678 - (5,920 ) 17,758 fuboTV tradename 9 8.5 38,197 - (2,122 ) 36,075 Software and technology 9 8.5 181,737 - (10,097 ) 171,640 Total $ 389,174 $ (88,059 ) $ (62,676 ) $ 238,440 Weighted December 31, 2019 Useful Remaining Intangible Intangible Accumulated Net Human animation technologies 7 6 $ 123,436 $ — $ (24,646 ) $ 98,790 Trademark and trade names 7 6 9,432 (1,686 ) (1,549 ) 6,197 Animation and visual effects technologies 7 6 6,016 — (1,203 ) 4,813 Digital asset library 5-7 5.5 7,505 — (1,251 ) 6,254 Intellectual Property 7 6 3,258 (2,430 ) (236 ) 592 Customer relationships 11 11 4,482 (4,482 ) — — Total $ 154,129 $ (8,598 ) $ (28,885 ) $ 116,646 |
Schedule of Intangible Assets Amortization Expense | The estimated future amortization expense associated with intangible assets is as follows (in thousands): Future Amortization 2020 $ 9,731 2021 38,922 2022 30,043 2023 27,084 2024 27,010 Thereafter 105,650 Total $ 238,440 |
Schedule of Goodwill | The following table is a summary of the changes to goodwill for the three and nine months ended September 30, 2020 (in thousands): Balance - December 31, 2019 $ 227,763 Deconsolidation of Nexway (51,168 ) Balance - March 31, 2020 $ 176,595 Acquisition of fuboTV 562,908 Less: transfer to asset held for sale (28,541 ) Balance - June 30, 2020 $ 710,962 Impairment expense (148,622 ) Measurement period adjustment on the fuboTV acquisition (68,493 ) Balance - September 30, 2020 $ 493,847 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Schedule of Accounts Payable and Accrued Expenses and Other Current Liabilities | Accounts payable and accrued expenses are presented below (in thousands): September 30, December 31, 2020 2019 Suppliers - $ 37,508 Affiliate fees 38,127 - Broadcasting and transmission 18,726 - Selling and marketing 13,998 - Payroll taxes (in arrears) 50 1,308 Accrued compensation 2,887 3,649 Legal and professional fees 4,472 3,936 Accrued litigation loss - 524 Taxes (including value added) 9,774 5,953 Subscriber related 2,660 - Other 8,348 3,897 Total $ 99,042 $ 56,775 | ||
Fubo TV Pre-Merger [Member] | |||
Schedule of Accounts Payable and Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities are presented below: March 31, December 31, 2020 2019 Affiliate fees $ 73,784 $ 68,671 Broadcasting and transmission 2,019 3,687 Selling and marketing 131 2,783 Sales tax 5,793 5,957 Other accrued expenses 2,631 2,298 Total accrued expenses and other current liabilities $ 84,358 $ 83,396 | Accrued expenses and other current liabilities are presented below: December 31, 2019 2018 Affiliate fees $ 68,671 $ 26,996 Broadcasting and transmission 3,687 188 Selling and marketing 2,783 314 Sales tax 5,957 2,192 Other accrued expenses 2,298 1,094 Total accrued expenses and other current liabilities $ 83,396 $ 30,784 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Schedule of Deferred Tax Assets | The following is a rollforward of the Company’s deferred tax liability from January 1, 2020 to September 30, 2020 (in thousands): Balance at December 31, 2019 $ 30,879 Income tax benefit (associated with the amortization of intangible assets) (1,038 ) Deconsolidation of Nexway (1,162 ) Balance at March 31, 2020 $ 28,679 Acquisition of fuboTV Pre-Merger 65,613 Income tax benefit (associated with the amortization of intangible assets) (3,498 ) Balance at June 30, 2020 $ 90,794 Income tax benefit (associated with the amortization of intangible assets) (16,071 ) Measurement period adjustment (65,295 ) Balance at September 30, 2020 $ 9,428 | |
Fubo TV Pre-Merger [Member] | ||
Schedule of Income Taxes Benefit | Income tax expense for the years ended December 31, 2019 and 2018 differed from statutory federal rate expense primarily due to the Company’s inability to benefit from its tax losses. December 31, 2019 2018 Income tax provision at federal statutory rate $ (36,475 ) $ (27,155 ) State income taxes, net of federal benefit 7 12 Other non-deductible expense 276 309 Change in valuation allowance 36,205 26,836 Foreign rate differential (4 ) (4 ) Law changes (federal effect) - - Total tax provision (benefit) $ 9 $ (2 ) | |
Schedule of Deferred Tax Assets | The Company’s deferred tax assets and liabilities consisted of the following: December 31, 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 88,759 $ 49,307 Accruals and deferrals 1,864 943 Stock based compensation 102 57 Interest expense limitation 432 - Other 6 - Total deferred tax assets 91,163 50,307 Valuation allowance (91,144 ) (50,190 ) Deferred tax liabilities: Property and equipment (19 ) (117 ) Total deferred tax liabilities (19 ) (117 ) Net deferred tax assets $ — $ — |
Related Parties (Tables)
Related Parties (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Amount Owed to Related Parties | The following table represents amounts due to related parties as of September 30, 2020 and December 31, 2019 consist of the following (in thousands): September 30, December 31, 2020 2019 Affiliate fees $ 85,116 $ - Alexander Bafer, former Executive Chairman 458 20 John Textor, former Chief Executive Officer and affiliated companies 264 592 Other 9 53 Total $ 85,847 $ 665 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis | The following table classifies the Company’s assets and liabilities measured at fair value on a recurring basis into the fair value hierarchy as of September 30, 2020 and December 31, 2019 (in thousands): Fair valued measured at September 30, 2020 Quoted prices Significant Significant Financial Liabilities at Fair Value: Profits interest sold - - 2,119 Warrant liability - Subsidiary - - 21 Warrant liability - - 28,065 Total Financial Liabilities at Fair Value $ - $ - $ 30,205 December 31, 2019 Total Level 1 Level 2 Level 3 Financial Assets at Fair Value: Financial assets at fair value $ 1,965 $ — $ 1,965 $ — Total $ 1,965 $ — $ 1,965 $ — Financial Liabilities at Fair Value: Convertible notes $ 1,203 $ — $ — $ 1,203 Profit share liability 1,971 — — 1,971 Derivative liability 376 — — 376 Warrant liability - subsidiary 24 — — 24 Total $ 3,574 $ — $ — $ 3,574 | ||
Schedule of Liability for Derivatives and Warrants | The following table presents changes in Level 3 liabilities measured at fair value (in thousands) for the three and nine months ended September 30, 2020. Unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Derivative - Warrants Profits Warrant Embedded Fair value at December 31, 2019 $ 1,203 $ 24 $ 1,971 $ - $ 376 Change in fair value (206 ) (3 ) 148 (9,143 ) (220 ) Additions 3,583 - - 50,743 172 Redemption (4,580 ) - - - (328 ) Reclassification of warrant liabilities - - - (13,535 ) - Fair value at September 30, 2020 $ - $ 21 $ 2,119 $ 28,065 $ - | ||
Schedule of Warrant Liabilities, Change in Using Black Scholes to Monte Carlo Simulation Assumptions | The significant assumptions used in the valuation are as follows: September 30, 2020 Fair value of underlying common shares $ 9.00 Exercise price $ 2.75 Expected dividend yield — % Expected volatility 50.7 % Risk free rate 0.22 % Expected term (years) 4.46 | ||
Schedule of Fair Value of Liability Using Monte Carlo Simulation Model | The Company used a Monte Carlo simulation model to estimate the fair value of the warrant liability at September 30, 2020: September 30, 2020 Fair value of underlying common shares $ 9.00 Exercise price $ 7.00 Expected dividend yield — % Expected volatility 73.6 – 74.3 % Risk free rate 0.12 % Expected term (years) 1.12 – 1.19 The Company used a Monte Carlo simulation model to estimate the fair value of the warrant liability at September 30, 2020: September 30, 2020 Fair value of underlying common shares $ 9.00 Exercise price $ 9.25 Expected dividend yield — % Expected volatility 69.7 – 71.2 - % Risk free rate 0.12 % Expected term (years) 1.39 – 1.49 | ||
Fubo TV Pre-Merger [Member] | |||
Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis | The following table sets forth the fair value of our financial assets and liabilities measured on a recurring basis by level within the fair value hierarchy: As of December 31, 2019 Level 1 Level 2 Level 3 Total Financial Liability: Fair value of convertible note derivatives liability $ — $ — $ — $ — Total financial liabilities $ — $ — $ — $ — As of December 31, 2018 Level 1 Level 2 Level 3 Total Financial Liability: Fair value of convertible note derivatives liability $ — $ — $ — $ — Total financial liabilities $ — $ — $ — $ — | ||
Schedule of Changes in Fair Value of Financial Liabilities | Balance – January 1, 2019 - Issuance of convertible note derivatives 2,120 Change in fair value of Level 3 liabilities - Settlement of convertible notes (2,120 ) Balance – March 31, 2019 $ — | The following table sets forth a summary of the changes in the fair value of our Level 3 financial liabilities: Balance – January 1, 2018 $ 4,123 Issuance of convertible notes derivatives 574 Change in fair value of Level 3 liabilities 1,074 Settlement of convertible notes (5,771 ) Balance – December 31, 2018 - Issuance of convertible note derivatives 2,120 Change in fair value of Level 3 liabilities - Settlement of convertible notes (2,120 ) Balance – December 31, 2019 $ — | |
ARETE Wealth Management [Member] | |||
Schedule of Fair Value of Liability Using Monte Carlo Simulation Model | The significant assumptions used in the valuation are as follows: September 30, 2020 Fair value of underlying common shares $ 9.00 Exercise price $ 5.00 Expected dividend yield — % Expected volatility 60.0 % Risk free rate 0.27 % Expected term (years) 4.6 |
Temporary Equity (Tables)
Temporary Equity (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Temporary Equity [Abstract] | |
Schedule of Temporary Equity | The following table summarizes the Company’s Series D Preferred Stock activities for the three and nine months ended September 30, 2020 (dollars in thousands): Series D Preferred Stock Shares Amount Total temporary equity as of December 31, 2019 461,839 $ 462 Issuance of Series D convertible preferred stock for cash 203,000 203 Offering cost related to issuance of Series D convertible preferred stock - (3 ) Deemed dividends related to immediate accretion of offering cost - 3 Accrued Series D preferred stock dividends 17,198 17 Bifurcated redemption feature of Series D convertible preferred stock - (171 ) Deemed dividends related to immediate accretion of bifurcated redemption feature of Series D convertible preferred stock - 171 Redemption of Series D preferred stock (including accrued dividends) (682,037 ) (682 ) Total temporary equity as of September 30, 2020 - $ - |
Schedule of Redemption of Preferred Stock Issued | The redemption of the 659,000 shares of Series D Preferred Stock (amounts in thousands except share and per share values): Series D preferred stock issued 659,000 Per share value $ 1.00 Series D preferred stock value $ 659 Accrued dividends $ 23 Total Series D preferred stock $ 682 Redemption percentage $ 1.29 Total redemption $ 880 |
Stockholders' Equity _ (Defic_3
Stockholders' Equity / (Deficit) (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Schedule of Stock Options Assumptions | The following was used in determining the fair value of stock options granted during the three months and nine months ended September 30, 2020: For the Three Months For the Nine Months Dividend yield - - Expected price volatility 45 % 45% - 57 % Risk free interest rate 0.23% - 0.38 % 0.23% - 0.58 % Expected term 5.3 - 6.1 5.3 - 6.1 |
Schedule of Stock Option Activity | A summary of activity under the Plan for the nine months ended September 30, 2020 is as follows (in thousands, except share and per share amounts): Number of Shares Weighted Average Total Intrinsic Value Weighted Average Outstanding as of December 31, 2019 16,667 $ 28.20 $ - 7.3 Options assumed from Merger 8,051,098 $ 1.31 Granted 7,141,899 $ 8.79 Exercised (226,740 ) $ 1.43 Forfeited or expired (389,008 ) $ 0.83 Outstanding as of September 30, 2020 14,593,916 $ 4.99 $ 61,234 8.2 Options vested and exercisable as of September 30, 2020 6,081,567 $ 2.01 $ 42,736 6.9 |
Summary of Outstanding Warrants Activity | A summary of the Company’s outstanding warrants as of September 30, 2020 are presented below (in thousands, except share and per share amounts): Number of Warrants Weighted Average Total Intrinsic Value Weighted Average Outstanding as of December 31, 2019 200,007 $ 13.31 $ - 0.2 Issued 9,538,526 $ 6.62 $ 23,119 1.7 Expired (200,000 ) $ - $ - - Outstanding as of September 30, 2020 9,538,533 $ 5.80 $ 32,670 2.6 Warrants exercisable as of September 30, 2020 9,538,533 $ 5.80 $ 32,670 2.6 |
Market and Service Condition Based Options [Member] | |
Schedule of Stock Options Assumptions | Stock based compensation expense is based on the estimated value of the awards on the grant date, and is recognized over the period from the grant date through the expected vest dates of each vesting condition, both of which were estimated based on a Monte Carlo simulation model applying the following key assumptions as of the grant date: Dividend yield — % Expected volatility 76.0 – 88.1 % Risk free rate 0.24 – 0.30 % Derived service period 1.59 – 1.91 |
Schedule of Stock Option Activity | A summary of activity under the Plan for market and service based stock options for the nine months ended September 30, 2020 is as follows (in thousands, except share and per share amounts): Number of Shares Weighted Average Total Intrinsic Value Weighted Average Outstanding as of December 31, 2019 - $ - $ - - Granted 3,078,297 $ 9.69 6.8 Outstanding as of September 30, 2020 3,078,297 $ 9.69 $ 450 6.6 Options vested and exercisable as of September 30, 2020 - $ 9.69 $ - 6.6 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Schedule of Operating Leases | The components of lease expense were as follows: Three Months Ended Nine Months Ended Operating leases Operating lease cost $ 312 $ 623 Variable lease cost - - Operating lease expense 312 623 Short-term lease rent expense - - Total rent expense $ 312 $ 623 |
Schedule of Supplemental Cash Flow Information | Supplemental cash flow information related to leases were as follows: Three Months Ended Nine Months Ended Operating cash flows from operating leases $ 305 $ 610 Right-of-use assets exchanged for operating lease liabilities $ 5,373 $ 5,373 |
Schedule of Future Minimum Payments for Operating Leases | As of September 30, 2020, future minimum payments for the operating leases are as follows: Year Ended December 31, 2020 $ 305 Year Ended December 31, 2021 1,030 Year Ended December 31, 2022 778 Year Ended December 31, 2023 805 Year Ended December 31, 2024 805 Thereafter 2,111 Total 5,834 Less present value discount (934 ) Operating lease liabilities $ 4,900 |
Commitments and Contingencies_2
Commitments and Contingencies (Tables) (fuboTV Inc. Pre-Merger) - Fubo TV Pre-Merger [Member] | 12 Months Ended |
Dec. 31, 2019 | |
Schedule of Future Minimum Lease Payments Under Non-Cancellable Operating Leases | Future minimum lease payments under non-cancellable operating leases are as follows: Year Ending December 31: 2020 $ 1,283 2021 830 2022 778 2023 805 2024 805 Thereafter 2,110 Total minimum lease payments $ 6,611 |
Schedule of Future Fixed and Determinable Payments | The Company is obligated under certain unconditional affiliate distribution agreements with television networks for the rights to distribute content. The future fixed and determinable payments under these agreements with initial terms of one year or more are as follows: Year Ending December 31: 2020 $ 44,298 2021 15,900 Total minimum affiliate payments $ 60,198 |
Long-Term Debt (Tables) (fuboTV
Long-Term Debt (Tables) (fuboTV Inc. Pre-Merger) (10-K) | 12 Months Ended |
Dec. 31, 2019 | |
Fubo TV Pre-Merger [Member] | |
Schedule of Principal Maturities on the Term Loan | The scheduled principal maturities on the Term Loan for the three years subsequent to December 31, 2019 are as follows: 2020 $ 5,000 2021 7,500 2022 12,500 $ 25,000 |
Common Stock (Tables) (fuboTV I
Common Stock (Tables) (fuboTV Inc. Pre-Merger) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Fubo TV Pre-Merger [Member] | ||
Schedule of Reserved Shares of Common Stock for Issuance on Converted Basis | The Company had reserved shares of common stock for issuance, on an as-converted basis, as follows: March 31, December 31, 2020 2019 Convertible preferred stock outstanding, as converted 15,615,645 15,615,645 Options and restricted stock issued and outstanding 2,213,985 2,299,942 Shares available for future stock option grants 351,158 270,019 Total 18,180,788 18,185,606 | The Company had reserved shares of common stock for issuance, on an as-converted basis, as follows: December 31, 2019 2018 Convertible preferred stock outstanding, as converted 15,615,645 12,087,594 Options and restricted stock issued and outstanding 2,299,942 2,380,989 Shares available for future stock option grants 270,019 270,022 Total 18,185,606 14,738,605 |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) (fuboTV Inc. Pre-Merger) - Fubo TV Pre-Merger [Member] | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Summary of Authorized, Issued and Outstanding Convertible Preferred Stock | The following tables summarize our authorized, issued and outstanding convertible preferred stock as of December 31, 2019 and March 31, 2020: As of March 31, 2020 and December 31, 2019 Shares Authorized Shares Issued and Outstanding Net Proceeds Liquidation Preference per Share Liquidation Value Conversion Price per Share Series AA convertible preferred stock 1,641,024 1,641,024 $ 1,600 $ 0.9750 $ 1,600 $ 0.9750 Series A convertible preferred stock 1,059,204 1,059,204 3,065 2.9576 3,133 2.9576 Series A-1 convertible preferred stock 101,430 101,430 — 2.5140 255 2.5140 Series A-2 convertible preferred stock 33,721 33,721 — 2.3661 80 2.3661 Series A-3 convertible preferred stock 292,562 292,562 — 1.8201 533 1.8201 Series B convertible preferred stock 1,926,507 1,926,507 14,960 7.8008 15,028 7.8008 Series B-1 convertible preferred stock 14,369 14,369 — 3.4796 50 3.4796 Series C convertible preferred stock 2,495,291 2,495,291 37,446 16.0302 40,000 16.0302 Series C-1 convertible preferred stock 1,600,000 1,543,051 — 10.0635 15,528 10.0635 Series D convertible preferred stock 2,173,990 1,839,954 46,294 25.3000 46,551 25.3000 Series D-1 convertible preferred stock 1,140,481 1,140,481 — 20.2400 23,083 20.2400 Series E convertible preferred stock 4,667,595 3,056,951 101, 699 29.7354 90,898 29.7354 Series E-1 convertible preferred stock 471,100 471,100 — 23.7883 11,207 23.7883 Total 17,617,274 15,615,645 $ 205,064 $ 247,946 | Total amount recorded for Series E and E-1 convertible preferred stock was $101,757, net of issuance costs The following tables summarize our authorized, issued and outstanding convertible preferred stock: December 31, 2019 Shares Authorized Shares Issued and Outstanding Net Proceeds Liquidation Preference per Share Liquidation Value Conversion Price per Share Series AA convertible preferred stock 1,641,024 1,641,024 $ 1,600 $ 0.9750 $ 1,600 $ 0.9750 Series A convertible preferred stock 1,059,204 1,059,204 3,065 2.9576 3,133 2.9576 Series A-1 convertible preferred stock 101,430 101,430 — 2.5140 255 2.5140 Series A-2 convertible preferred stock 33,721 33,721 — 2.3661 80 2.3661 Series A-3 convertible preferred stock 292,562 292,562 — 1.8201 533 1.8201 Series B convertible preferred stock 1,926,507 1,926,507 14,960 7.8008 15,028 7.8008 Series B-1 convertible preferred stock 14,369 14,369 — 3.4796 50 3.4796 Series C convertible preferred stock 2,495,291 2,495,291 37,446 16.0302 40,000 16.0302 Series C-1 convertible preferred stock 1,600,000 1,543,051 — 10.0635 15,528 10.0635 Series D convertible preferred stock 2,173,990 1,839,954 46,294 25.3000 46,551 25.3000 Series D-1 convertible preferred stock 1,140,481 1,140,481 — 20.2400 23,083 20.2400 Series E convertible preferred stock 4,667,595 3,056,951 101,699 29.7354 90,898 29.7354 Series E-1 convertible preferred stock 471,100 471,100 — 23.7883 11,207 23.7883 Total 17,617,274 15,615,645 $ 205,064 $ 247,946 December 31, 2018 Shares Authorized Shares Issued and Outstanding Net Proceeds Liquidation Preference per Share Liquidation Value Conversion Price per Share Series AA convertible preferred stock 1,641,024 1,641,024 $ 1,600 $ 0.9750 $ 1,600 $ 0.9750 Series A convertible preferred stock 1,059,204 1,059,204 3,065 2.9576 3,133 2.9576 Series A-1 convertible preferred stock 101,430 101,430 — 2.5140 255 2.5140 Series A-2 convertible preferred stock 33,721 33,721 — 2.3661 80 2.3661 Series A-3 convertible preferred stock 292,562 292,562 — 1.8201 533 1.8201 Series B convertible preferred stock 1,926,507 1,926,507 14,960 7.8008 15,028 7.8008 Series B-1 convertible preferred stock 14,369 14,369 — 3.4796 50 3.4796 Series C convertible preferred stock 2,495,291 2,495,291 37,446 16.0302 40,000 16.0302 Series C-1 convertible preferred stock 1,600,000 1,543,051 — 10.0635 15,528 10.0635 Series D convertible preferred stock 2,173,990 1,839,954 46,294 25.3000 46,551 25.3000 Series D-1 convertible preferred stock 1,140,481 1,140,481 — 20.2400 23,083 20.2400 Total 12,478,579 12,087,594 $ 103,365 $ 145,841 |
Summary of Convertible Preferred Stock Dividend Rate | All holders of the Company’s convertible preferred stock are entitled to receive non-cumulative dividends, payable when, as and if declared by the board of directors, in prior and in preference to any declaration or payment of any dividend on the common stock of the Company at their applicable Dividend Rate (minimum required dividend if and when the board of directors declares a dividend), as adjusted for any stock splits, stock dividends, combinations, subdivisions and recapitalizations, etc.: Dividend Rate Series AA convertible preferred stock $0.0585 per share Series A convertible preferred stock $0.1775 per share Series A-1 convertible preferred stock $0.1508 per share Series A-2 convertible preferred stock $0.1420 per share Series A-3 convertible preferred stock $0.1092 per share Series B convertible preferred stock $0.6241 per share Series B-1 convertible preferred stock $0.2784 per share Series C convertible preferred stock $1.28241 per share Series C-1 convertible preferred stock $0.80508 per share Series D convertible preferred stock $2.02393 per share Series D-1 convertible preferred stock $1.61910 per share Series E convertible preferred stock $2.37884 per share Series E-1 convertible preferred stock $1.90307 per share | All convertible preferred stockholders are entitled to receive non-cumulative dividends, payable when, as and if declared by the board of directors, in prior and in preference to any declaration or payment of any dividend on the common stock of the Company at their applicable Dividend Rate (minimum required dividend if and when the board of directors declares a dividend), as adjusted for any stock splits, stock dividends, combinations, subdivisions and recapitalizations, etc.: Dividend Rate Series AA convertible preferred stock $0.0585 per share Series A convertible preferred stock $0.1775 per share Series A-1 convertible preferred stock $0.1508 per share Series A-2 convertible preferred stock $0.1420 per share Series A-3 convertible preferred stock $0.1092 per share Series B convertible preferred stock $0.6241 per share Series B-1 convertible preferred stock $0.2784 per share Series C convertible preferred stock $1.28241 per share Series C-1 convertible preferred stock $0.80508 per share Series D convertible preferred stock $2.02393 per share Series D-1 convertible preferred stock $1.61910 per share Series E convertible preferred stock $2.37884 per share Series E-1 convertible preferred stock $1.90307 per share |
Stock Option Plan (Tables) (fub
Stock Option Plan (Tables) (fuboTV Inc. Pre-Merger) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Schedule of Fair Value of Stock Option | The following was used in determining the fair value of stock options granted during the three months and nine months ended September 30, 2020: For the Three Months For the Nine Months Dividend yield - - Expected price volatility 45 % 45% - 57 % Risk free interest rate 0.23% - 0.38 % 0.23% - 0.58 % Expected term 5.3 - 6.1 5.3 - 6.1 | ||
Fubo TV Pre-Merger [Member] | |||
Summary of Effects of Stock Based Compensation Expenses | The following table summarizes the effects of stock-based compensation expense on subscriber related expenses, sales and marketing, technology and development, and general and administrative: March 31, March 31, 2020 2019 Subscriber related expenses $ 1 $ 3 Sales and marketing 94 84 Technology and development 152 142 General and administrative 121 147 Total $ 368 $ 376 | The following table summarizes the effects of stock-based compensation expense on subscriber related expenses, sales and marketing, technology and development, and general and administrative: December 31, 2019 2018 Subscriber related expenses $ 9 $ 6 Sales and marketing 352 137 Technology and development 594 355 General and administrative 556 454 Total $ 1,511 $ 952 | |
Schedule of Fair Value of Stock Option | The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option-pricing valuation model using assumptions in the following table: March 31, 2019 Expected term (in years) 4.16 – 4.60 Risk-free interest rate 2.57% Expected volatility 62.4% - 62.8% Dividend rate — | The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option-pricing valuation model using assumptions in the following table: December 31, 2019 2018 Expected term (in years) 4.16 – 4.60 3.69– 4.35 Risk-free interest rate 2.10 – 2.57 % 2.45 – 2.96 % Expected volatility 62.1 % 61.2 % Dividend rate — — | |
Summary of Share Activity | A summary of share activity under the Plan is presented below: Options Outstanding Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value of Outstanding Options Outstanding — January 1, 2019 2,380,989 $ 4.57 8.56 $ 6,351 Options granted 169,515 7.38 Options exercised (81,050 ) 2.16 Options forfeited (145,831 ) 4.51 Options expired (23,681 ) .06 Outstanding — December 31, 2019 2,299,942 $ 4.85 7.73 $ 5,848 Exercisable — December 31, 2019 1,312,566 $ 3.58 7.17 $ 5,010 Vested and expected to vest — December 31, 2019 2,299,942 $ 4.85 7.73 $ 5,848 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Supplemental Cash Flow Information | |
Schedule of Supplemental Cash Flow Information | Six Months Ended June 30 (in thousands) 2020 2019 Supplemental disclosure of cash flow information Interest paid $ 4,110 $ — Income tax paid $ — $ — Non cash financing and investing activities Issuance of convertible preferred stock for Merger $ 566,124 $ — Reclass of shares settled liability for intangible asset to stock-based compensation $ 1,000 $ — Issuance of common stock – subsidiary share exchange $ 2,042 $ — Reclass of shares settled liability to additional paid-in capital for issuance of common stock $ 9,054 Lender advanced loan proceeds direct to fuboTV $ 7,579 $ — Accrued Series D Preferred Stock dividends $ 17 $ — Deemed dividend related to immediate accretion of redemption feature of convertible preferred stock settlement of liability $ 171 $ — Common stock issued for lease settlement $ — $ 130 Right-of-use assets exchanged for operating lease liabilities $ 5,395 $ — |
Restatement for Correction of_2
Restatement for Correction of an Error (Tables) (FaceBank Group, Inc. Pre-Merger) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
FaceBank Group, Inc Pre-Merger [Member] | ||
Schedule of Restatement of Consolidated Balance Sheets and Operations | Restated consolidated balance sheets and consolidated statements of operations as of and for the three months ended March 31, 2020 are as follows: March 31, 2020 (unaudited) Effect of Restatement (unaudited) March 31, 2020 (unaudited) ASSETS Total current assets 10,211 - 10,211 - Deposits 24 - 24 Investment in Nexway at fair value 2,374 - 2,374 Financial assets at fair value 1,965 - 1,965 Intangible assets 111,459 - 111,459 Goodwill 148,054 28,541 176,595 Right-of-use assets 37 - 37 Total assets $ 274,124 $ 28,541 $ 302,665 - LIABILITIES AND STOCKHOLDERS’ EQUITY - Total current liabilities 41,601 - 41,601 Total liabilities 125,411 - 125,411 - COMMITMENTS AND CONTINGENCIES (Note 15) - - Series D Convertible Preferred stock, par value $0.0001, 2,000,000 shares authorized, 461,839 shares issued and outstanding as of March 31, 2020; aggregate liquidation preference of $463 as of March 31, 2020 463 - 463 - Stockholders’ equity: - Common stock par value $0.0001: 400,000,000 shares authorized; 32,307,663 shares issued and outstanding at March 31, 2020 3 - 3 Additional paid-in capital 270,397 - 270,397 Accumulated deficit (140,134 ) 28,541 (111,593 ) Non-controlling interest 17,984 - 17,984 Total stockholders’ equity 148,250 28,541 176,791 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY AND TEMPORARY EQUITY $ 274,124 $ 28,541 $ 302,665 For the Three Months Ended March 31, 2020 Effect of For the Three Months Ended Operating loss (18,128 ) - (18,128 ) - Other income (expense) - Interest expense and financing costs (2,581 ) - (2,581 ) Gain (loss) on deconsolidation of Neway 39,249 (51,168 ) (11,919 ) Loss of issuance of notes, bonds & warrants (24,053 ) - (24,053 ) Other expense (436 ) - (436 ) Change in fair value of warrant liability (366 ) - (366 ) Change in fair value of subsidiary warrant liability (15 ) - (15 ) Change in fair value of shares settled liability (180 ) - (180 ) Change in fair value of derivative liability 297 - 297 Total other income (expense) 11,915 (51,168 ) (39,253 ) Loss before income taxes (6,213 ) (51,168 ) (57,381 ) Income tax benefit (1,038 ) - (1,038 ) Net loss (5,175 ) (51,168 ) (56,343 ) Less: net loss attributable to non-controlling interest 873 - 873 Net loss attributable to controlling interest $ (4,302 ) $ (51,168) $ (55,470 ) Less: Deemed dividend - beneficial conversion feature on preferred stock (171 ) - (171 ) Net loss attributable to common stockholders $ (4,473 ) $ (51,168) $ (55,641 ) Net loss per share attributable to common stockholders Basic and diluted $ (0.15 ) $ (1.83 ) Weighted average shares outstanding: Basic and diluted 30,338,073 - 30,338,073 | Restated consolidated balance sheets and consolidated statements of operations as of and for the year ended December 31, 2019 are as follows: December 31, 2019 Effect of Restatement December 31, 2019 ASSETS Current assets Cash $ 7,624 $ - $ 7,624 Accounts receivable, net 8,904 - 8,904 Inventory 49 - 49 Prepaid expenses 1,396 - 1,396 Total current assets 17,973 - 17,973 - Property and equipment, net 335 - 335 Deposits 24 - 24 Financial assets at fair value 1,965 - 1,965 Intangible assets 116,646 - 116,646 Goodwill 148,054 79,709 227,763 Right-of-use assets 3,519 - 3,519 Total assets $ 288,516 $ 79,709 $ 368,225 - LIABILITIES AND STOCKHOLDERS’ EQUITY - Current liabilities - Accounts payable 36,373 - 36,373 Accrued expenses 20,402 - 20,402 Due to related parties 665 - 665 Note payable 4,090 - 4,090 Notes payable - related parties 368 - 368 Convertible notes, net of $710 and $456 discount as of December 31, 2019 and 2018, respectively 1,358 - 1,358 Convertible notes - related parties - - - Shares settled liability for intangible asset 1,000 - 1,000 Profit share liability 1,971 - 1,971 Warrant liability - subsidiary 24 - 24 Derivative liability 376 - 376 Current portion of lease liability 815 - 815 Total current liabilities 67,442 - 67,442 - Deferred income taxes 30,879 - 30,879 Other long-term liabilities 41 - 41 Lease liability 2,705 - 2,705 Long term borrowings 43,982 - 43,982 Total liabilities 145,049 - 145,049 - COMMITMENTS AND CONTINGENCIES (Note 15) - - Series D Convertible Preferred stock, par value $0.0001, 2,000,000 shares authorized, 461,839 shares issued and outstanding as of December 31, 2019; aggregate liquidation preference of $462 as of December 31, 2019 462 - 462 - Stockholders’ equity: - Series A Preferred stock, par value $0.0001, 5,000,000 shares authorized, 0 shares issued and outstanding as of December 31, 2019 and 2018, respectively - - - Series B Convertible Preferred stock, par value $0.0001, 1,000,000 shares authorized, 0 shares issued and outstanding as of December 31, 2019 and 2018, respectively - - - Series C Convertible Preferred stock, par value $0.0001, 41,000,000 shares authorized, 0 shares issued and outstanding as of December 31, 2019 and 2018, respectively - - - Series X Convertible Preferred stock, par value $0.0001, 1,000,000 shares authorized, 0 and 1,000,000 shares issued and outstanding as of December 31, 2019 and 2018, respectively - - - Common stock par value $0.0001: 400,000,000 shares authorized; 28,912,500 shares issued and 7,532,776 shares outstanding at December 31, 2019 and 2018, respectively 3 - 3 Additional paid-in capital 257,002 - 257,002 Accumulated deficit (135,832 ) 79,709 (56,123 ) Non-controlling interest 22,602 - 22,602 Accumulated other comprehensive loss (770 ) - (770 ) Total stockholders’ equity 143,005 79,709 222,714 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY AND TEMPORARY EQUITY $ 288,516 $ 79,709 $ 368,225 For the Year Ended December 31, 2019 Effect of For the Year Ended Revenues Revenues, net $ 4,271 $ - $ 4,271 Total revenues 4,271 - 4,271 Operating expenses - General and administrative 13,793 - 13,793 Amortization of intangible assets 20,682 - 20,682 Impairment of intangible assets 8,598 - 8,598 Impairment of goodwill 74,441 (74,441 ) - Depreciation 83 - 83 Total operating expenses 117,597 (74,441 ) 43,156 Operating loss (113,326 ) 74,441 (38,885 ) - Other income (expense) - Interest expense and financing costs (2,062 ) - (2,062 ) Gain on extinguishment of convertible notes - - - Loss on investments (13,549 ) 5,268 (8,281 ) Foreign currency loss (18 ) - (18 ) Other expense 726 - 726 Change in fair value of subsidiary warrant liability 4,504 - 4,504 Change in fair value of derivative liability 815 - 815 Change in fair value of Panda interests (198 ) - (198 ) Total other income (expense) (9,782 ) 5,268 (4,514 ) Loss before income taxes (123,108 ) 79,709 (43,399 ) Income tax benefit (5,272 ) - (5,272 ) Net loss (117,836 ) 79,709 (38,127 ) Less: net loss attributable to non-controlling interest 3,767 - 3,767 Net loss attributable to controlling interest $ (114,069 ) $ 79,709 $ (34,360 ) Less: Deemed dividend on Series D Preferred stock (9 ) - (9 ) Less: Deemed dividend - beneficial conversion feature on preferred stock (589 ) - (589 ) Net loss attributable to common stockholders $ (114,667 ) $ 79,709 $ (34,958 ) Other comprehensive income (loss) Foreign currency translation adjustment (770 ) - (770 ) Comprehensive loss $ (115,437 ) $ 79,709 $ (35,728 ) Net loss per share attributable to common stockholders Basic and diluted $ (5.15 ) $ (1.57 ) Weighted average shares outstanding: Basic and diluted 22,286,060 - 22,286,060 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Tables) (FaceBank Group, Inc. Pre-Merger) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Schedule of Deferred Tax Liability | The following is a rollforward of the Company’s deferred tax liability from January 1, 2020 to September 30, 2020 (in thousands): Balance at December 31, 2019 $ 30,879 Income tax benefit (associated with the amortization of intangible assets) (1,038 ) Deconsolidation of Nexway (1,162 ) Balance at March 31, 2020 $ 28,679 Acquisition of fuboTV Pre-Merger 65,613 Income tax benefit (associated with the amortization of intangible assets) (3,498 ) Balance at June 30, 2020 $ 90,794 Income tax benefit (associated with the amortization of intangible assets) (16,071 ) Measurement period adjustment (65,295 ) Balance at September 30, 2020 $ 9,428 | ||
Schedule of Revenues from Contracts with Customers Disaggregated by Major Business Activity | The following table presents the Company’s revenues disaggregated into categories based on the nature of such revenues (in thousands): Three Months Ended September 30 Nine months ended September 30 2020 2019 2020 2019 Subscriptions $ 53,433 $ - $ 92,945 $ - Advertisements 7,520 - 11,843 - Software licenses, net – Nexway eCommerce Solutions - 5,834 7,295 5,834 Other 249 - 586 - Total revenue $ 61,202 $ 5,834 $ 112,669 $ 5,834 | ||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion would have been anti-dilutive: September 30, September 30, 2020 2019 Common stock purchase warrants 9,538,533 200,007 Series AA convertible preferred shares 64,648,724 - Series D convertible preferred shares - 455,233 Stock options 17,952,213 16,667 Convertible notes variable settlement feature - 609,491 Total 92,139,470 1,281,398 | ||
FaceBank Group, Inc Pre-Merger [Member] | |||
Schedule of Estimated Useful Life of Intangible Assets | The Company’s intangible assets represent definite lived intangible assets, which are being amortized on a straight- line basis over their estimated useful lives as follows: Human animation technologies 7 years Trademark and trade names 7 years Animation and visual effects technologies 7 years Digital asset library 5-7 years Intellectual Property 7 years Customer relationships 11 years | ||
Schedule of Deferred Tax Liability | The following is a rollforward of the Company’s deferred tax liability from January 1, 2020 to March 31, 2020 (in thousands): March 31, 2020 Beginning balance $ 30,879 Income tax benefit (associated with the amortization of intangible assets) (1,038 ) Deconsolidation of Nexway (1,162 ) Ending balance $ 28,679 | The components of our deferred tax assets are as follows ($ in thousands). December 31, 2019 2018 Deferred Tax Assets: Net operating losses $ - $ 1,042 Accrued compensation - 205 Depreciation and amortization - 13 Other - 5 Total deferred tax assets - 1,265 Less: Valuation allowance - (1,265 ) Net Deferred Tax Assets: $ - $ - Deferred Tax Liabilities: Intangible assets $ (30,879 ) $ (35,000 ) Net Deferred Tax Liability $ (30,879 ) $ (35,000 ) | |
Schedule of Revenues from Contracts with Customers Disaggregated by Major Business Activity | The following presents our revenues from contracts disaggregated by major business activity (in thousands): Year Ended December 31, 2019 Nexway eCommerce Solutions $ 3,359 Nexway Academics 912 Total $ 4,271 | ||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion would have been anti-dilutive: March 31, March 31, 2020 2019 Common stock purchase warrants 200,007 200,007 Series D Preferred Stock shares 456,000 - Stock options 16,667 16,667 Convertible notes variable settlement feature 311,111 577,503 Total 983,785 794,177 | The following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion would have been anti-dilutive: December 31, 2019 2018 Common stock purchase warrants 200,007 7 Series D convertible preferred shares 461,839 - Series X convertible preferred shares - 15,000,000 Stock options 16,667 16,667 Convertible notes variable settlement feature 190,096 196,243 Total 868,609 15,212,917 | |
Schedule of Revenue Classified by the Major Geographic Areas | Revenues, classified by the major geographic areas in which our customers were located, were as follows (in thousands): Revenues Europe $ 4,049 United States 222 Total $ 4,271 | ||
FaceBank Group, Inc Pre-Merger [Member] | EAI Acquisition [Member] | |||
Schedule of Deferred Tax Liability | The following is a rollforward of the Company’s deferred tax liability from January 1, 2019 to December 31, 2019 (in thousands): December 31, 2019 December 31, 2018 Beginning balance $ 35,000 $ - Evolution AI acquisition - 36,937 Namegames acquisition - 177 Facebank acquisition 1,151 - Nexway acquisition 450 - Impairment of Nexway intangible assets (450 ) - Income tax benefit (associated with the amortization of intangible assets) (5,272 ) (2,114 ) Ending balance $ 30,879 $ 35,000 |
Acquisitions (Tables) (FaceBank
Acquisitions (Tables) (FaceBank Group, Inc. Pre-Merger) (10-K) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Schedule of Assets Acquired and Liabilities Assumed | Any necessary adjustments will be finalized within one year from the date of acquisition (in thousands). Fair Value Assets acquired: Cash and cash equivalents $ 8,040 Accounts receivable 5,831 Prepaid expenses and other current assets 976 Property & equipment 2,042 Restricted cash 1,333 Other noncurrent assets 397 Operating leases - right-of-use assets 5,395 Intangible assets 243,612 Deferred tax assets 252 Goodwill 493,847 Total assets acquired $ 761,725 Liabilities assumed Accounts payable $ 51,687 Accounts payable – due to related parties 14,811 Accrued expenses and other current liabilities 50,249 Accrued expenses and other current liabilities – due to related parties 30,913 Long term borrowings - current portion 5,625 Operating lease liabilities 5,395 Deferred revenue 8,809 Long-term debt, net of issuance costs 18,125 Total liabilities assumed $ 185,614 Net assets acquired $ 576,111 | |
Schedule of Pro Forma Information | . The following unaudited pro forma consolidated results of operations assume that the acquisition of fuboTV Pre-Merger was completed as of January 1, 2019 (in thousands, except per share data). Nine months ended September 30 2020 2019 Total revenues $ 163,716 $ 99,321 Net loss attributable to common stockholders $ (448,412 ) $ (164,303 ) | |
FaceBank Group, Inc Pre-Merger [Member] | Evolution AI Corporation [Member] | ||
Schedule of Assets Acquired and Liabilities Assumed | The Company allocated the purchase consideration to the fair value of the assets acquired and liabilities assumed as summarized in the table below (in thousands except for share and per share amounts): Fair Value Consideration Paid: Series X Convertible Preferred Stock (1,000,000 shares at a fair value of $211.50 per share) $ 211,500 Purchase Price Allocation: Property and equipment 22 Accounts payable (2,291 ) Accrued expenses (3,205 ) Notes payable (in default) (3,634 ) Warrant liability (4,437 ) Due to related parties and affiliates (295 ) Net liabilities assumed (13,840 ) Excess allocated to Human animation technologies 123,436 Trademark and trade names 7,746 Animation and visual effects technologies 6,016 Digital asset library 6,255 Intangible assets 143,453 Deferred tax liability (36,944 ) Non- controlling interest (29,224 ) Goodwill 148,055 Total Purchase Price $ 211,500 | |
Schedule of Pro Forma Information | The following unaudited pro forma financial information presents combined results of operations as if the acquisition of Evolution AI Corporation and Pulse Evolution Corporation had occurred on January 1, 2018: Year Ended Operating Revenues $ 294 Net (Loss) Income $ (15,142 ) Proforma EPS* - basic $ (0.78 ) Proforma EPS* - dilutive $ (0.78 ) *assumes Series X Preferred stock is converted into common stock | |
FaceBank Group, Inc Pre-Merger [Member] | Facebank AG [Member] | ||
Schedule of Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary allocation of the purchase price to the assets acquired and liabilities assumed for the Facebank AG acquisition (in thousands): Cash $ 329 Accounts receivable 3,709 Property and equipment 16 Investments 5,671 Financial assets as fair value 2,275 Intangible assets – customer relationships 2,241 Intangible assets – intellectual property 1,215 Intangible assets – trade names and trademarks 843 Goodwill 28,541 Accounts payable (64 ) Accrued expenses (802 ) Deferred taxes (1,161 ) Long-term borrowings (22,863 ) Stock purchase price $ 19,950 | |
FaceBank Group, Inc Pre-Merger [Member] | Nexway AG [Member] | ||
Schedule of Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary allocation of the purchase price to the assets acquired, liabilities assumed and noncontrolling interest for the Nexway AG Acquisition (in thousands): Cash $ 4,152 Accounts receivable 12,900 Prepaid expenses 1,169 Inventory 61 Property and equipment 213 Intangible assets – customer relationships 2,241 Intangible assets – intellectual property 1,215 Intangible assets – trade names and trademarks 843 Goodwill 45,900 Right-of-use assets 3,594 Accounts payable (28,381 ) Accrued expenses (16,747 ) Current portion of lease liability (756 ) Deferred income taxes (450 ) Other long-term liabilities (193 ) Lease liability (2,838 ) Long-term borrowings (24,609 ) Noncontrolling interests (3,582 ) Consideration transferred $ (5,268 ) | |
Schedule of Pro Forma Information | The following unaudited pro forma financial information for the year ended December 31, 2019 and 2018 presents combined results of operations as if the Nexway AG Acquisition had occurred on January 1, 2018 (in thousands): Year Ended December 31, 2019 2018 Operating Revenues $ 14,928 $ 25,289 Net (Loss) Income $ (44,088 ) $ (9,763 ) Proforma EPS – basic and diluted $ (1.98 ) $ (2.18 ) |
Investments (Tables) (FaceBank
Investments (Tables) (FaceBank Group, Inc. Pre-Merger) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Schedule of Deconsolidation of Nexway | The deconsolidation of Nexway resulted in a loss of approximately $11.9 million calculated as follows (in thousands): Cash $ 5,776 Accounts receivable 9,831 Inventory 50 Prepaid expenses 164 Goodwill 51,168 Property and equipment, net 380 Right-of-use assets 3,594 Total assets $ 70,963 Less: Accounts payable 34,262 Accrued expenses 15,788 Lease liability 3,594 Deferred income taxes 1,161 Other liabilities 40 Total liabilities $ 54,845 Non-controlling interest 2,595 Foreign currency translation adjustment (770 ) Loss before fair value – investment in Nexway 14,293 Less: fair value of shares owned by the Company 2,374 Loss on deconsolidation of Nexway $ 11,919 | ||
Schedule of Profits Interest | The table below summarizes the Company’s profits interest since the date of the transaction (in thousands except for unit and per unit information): Panda units granted 26.2 Fair value per unit on grant date $ 67,690 Grant date fair value $ 1,773 Change in fair value of Panda interests 198 Fair value at December 31, 2019 $ 1,971 Change in fair value of Panda interests 148 Fair value at September 30, 2020 $ 2,119 | ||
FaceBank Group, Inc Pre-Merger [Member] | |||
Schedule of Fair Value of Investment | As of March 31, 2020, the fair value of the Nexway shares owned by the Company is approximately $2.4 million, calculated as follows (dollars in thousands, except per share value): Price per share Euros € 5.28 Exchange rate 1.1032 Price per share USD $ 5.82 Nexway shares held by the Company 407,550 Fair value - investment in Nexway $ 2,374 | ||
Schedule of Deconsolidation of Nexway | The deconsolidation of Nexway resulted in a loss of approximately $11.9 million calculated as follows: Cash $ 5,776 Accounts receivable 9,831 Inventory 50 Prepaid expenses 164 Goodwill 51,168 Property and equipment, net 380 Right-of-use assets 3,594 Total assets $ 70,963 Less: Accounts payable 34,262 Accrued expenses 15,788 Lease liability 3,594 Deferred income taxes 1,161 Other liabilities 40 Total liabilities $ 54,845 Non-controlling interest 2,595 Foreign currency translation adjustment (770 ) Loss before fair value – investment in Nexway (14,293 ) Less: fair value of shares owned by Facebank 2,374 Loss on deconsolidation of Nexway $ 11,919 | ||
Schedule of Profits Interest | The table below summarizes the Company’s profits interest at March 31, 2020 and December 31, 2019 (in thousands except for unit and per unit information): Panda units granted 26.2 Fair value per unit on grant date $ 67,690 Grant date fair value $ 1,773 Change in fair value of Panda interests $ 198 Fair value at December 31, 2019 $ 1,971 Change in fair value of Panda interests - Fair value at March 31, 2020 $ 1,971 | The table below summarizes the Company’s profits interest at December 31, 2019 (in thousands except for unit and per unit information): Panda units granted 26.2 Fair value per unit on grant date $ 67,690 Grant date fair value $ 1,773 Change in fair value of Panda interests $ 198 Fair value at December 31, 2019 $ 1,971 |
Intangible Assets (Tables) (Fac
Intangible Assets (Tables) (FaceBank Group, Inc. Pre-Merger) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Schedule of Intangible Assets | The table below summarizes the Company’s intangible assets at September 30, 2020 and December 31, 2019 (in thousands): Weighted September 30, 2020 Useful Remaining Intangible Intangible Accumulated Net Human animation technologies 5 5 $ 123,436 (79,884 ) (37,871 ) $ 5,681 Trademark and trade names 5 5 7,746 (3,903 ) (2,379 ) 1,464 Animation and visual effects technologies 5 5 6,016 (1,868 ) (1,848 ) 2,300 Digital asset library 5 5 7,536 (1,830 ) (2,185 ) 3,522 Intellectual Property 7 - 828 (574 ) (254 ) - Customer relationships 2 1.5 23,678 - (5,920 ) 17,758 fuboTV tradename 9 8.5 38,197 - (2,122 ) 36,075 Software and technology 9 8.5 181,737 - (10,097 ) 171,640 Total $ 389,174 $ (88,059 ) $ (62,676 ) $ 238,440 Weighted December 31, 2019 Useful Remaining Intangible Intangible Accumulated Net Human animation technologies 7 6 $ 123,436 $ — $ (24,646 ) $ 98,790 Trademark and trade names 7 6 9,432 (1,686 ) (1,549 ) 6,197 Animation and visual effects technologies 7 6 6,016 — (1,203 ) 4,813 Digital asset library 5-7 5.5 7,505 — (1,251 ) 6,254 Intellectual Property 7 6 3,258 (2,430 ) (236 ) 592 Customer relationships 11 11 4,482 (4,482 ) — — Total $ 154,129 $ (8,598 ) $ (28,885 ) $ 116,646 | ||
Schedule of Intangible Assets Amortization Expense | The estimated future amortization expense associated with intangible assets is as follows (in thousands): Future Amortization 2020 $ 9,731 2021 38,922 2022 30,043 2023 27,084 2024 27,010 Thereafter 105,650 Total $ 238,440 | ||
FaceBank Group, Inc Pre-Merger [Member] | |||
Schedule of Intangible Assets | The table below summarizes the Company’s intangible assets at March 31, 2020 (in thousands): Useful Weighted Average March 31, 2020 Lives (Years) Remaining Life (Years) Intangible Assets Accumulated Amortization Net Balance Human animation technologies 7 6 $ 123,436 (29,054 ) $ 94,382 Trademark and trade names 7 6 7,746 (1,826 ) 5,920 Animation and visual effects technologies 7 6 6,016 (1,418 ) 4,598 Digital asset library 5-7 5.5 7,536 (1,610 ) 5,926 Intellectual Property 7 6 828 (195 ) 633 Total $ 145,562 $ (34,103 ) $ 111,459 | The table below summarizes the Company’s intangible assets at December 31, 2019 and 2018 (in thousands): December 31, 2019 Useful Lives (Years) Weighted Average Remaining Life (Years) Intangible Assets Intangible Asset Impairment Accumulated Amortization Net Balance Human animation technologies 7 6 $ 123,436 $ - $ (24,646 ) $ 98,790 Trademark and trade names 7 6 9,432 (1,686 ) (1,549 ) 6,197 Animation and visual effects technologies 7 6 6,016 - (1,203 ) 4,813 Digital asset library 5-7 5.5 7,505 - (1,251 ) 6,254 Intellectual Property 7 6 3,258 (2,430 ) (236 ) 592 Customer relationships 11 11 4,482 (4,482 ) - - Total $ 154,129 $ (8,598 ) $ (28,885 ) $ 116,646 December 31, 2018 Useful Lives (Years) Weighted Intangible Assets Accumulated Amortization Net Human animation technologies 7 6.6 $ 123,436 $ (7,012 ) $ 116,424 Trademark and trade names 7 6.6 7,746 (443 ) 7,303 Animation and visual effects technologies 7 6.6 6,016 (344 ) 5,672 Digital likeness development 7 6.6 6,255 (357 ) 5,898 Intellectual Property 7 6.6 828 (47 ) 781 Total $ 144,281 $ (8,203 ) $ 136,078 | |
Schedule of Intangible Assets Amortization Expense | The estimated future amortization expense associated with intangible assets is as follows (in thousands): Future Amortization 2020 $ 15,652 2021 20,868 2022 20,868 2023 20,868 2024 20,795 Thereafter 12,408 Total $ 111,459 | The estimated future amortization expense associated with intangible assets is as follows (in thousands): Future 2020 $ 20,862 2021 20,862 2022 20,862 2023 20,862 2024 20,790 Thereafter 12,408 Total $ 116,646 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill (Tables) (FaceBank Group, Inc. Pre-Merger) (10-K) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Schedule of Intangible Assets | The table below summarizes the Company’s intangible assets at September 30, 2020 and December 31, 2019 (in thousands): Weighted September 30, 2020 Useful Remaining Intangible Intangible Accumulated Net Human animation technologies 5 5 $ 123,436 (79,884 ) (37,871 ) $ 5,681 Trademark and trade names 5 5 7,746 (3,903 ) (2,379 ) 1,464 Animation and visual effects technologies 5 5 6,016 (1,868 ) (1,848 ) 2,300 Digital asset library 5 5 7,536 (1,830 ) (2,185 ) 3,522 Intellectual Property 7 - 828 (574 ) (254 ) - Customer relationships 2 1.5 23,678 - (5,920 ) 17,758 fuboTV tradename 9 8.5 38,197 - (2,122 ) 36,075 Software and technology 9 8.5 181,737 - (10,097 ) 171,640 Total $ 389,174 $ (88,059 ) $ (62,676 ) $ 238,440 Weighted December 31, 2019 Useful Remaining Intangible Intangible Accumulated Net Human animation technologies 7 6 $ 123,436 $ — $ (24,646 ) $ 98,790 Trademark and trade names 7 6 9,432 (1,686 ) (1,549 ) 6,197 Animation and visual effects technologies 7 6 6,016 — (1,203 ) 4,813 Digital asset library 5-7 5.5 7,505 — (1,251 ) 6,254 Intellectual Property 7 6 3,258 (2,430 ) (236 ) 592 Customer relationships 11 11 4,482 (4,482 ) — — Total $ 154,129 $ (8,598 ) $ (28,885 ) $ 116,646 | ||
Schedule of Intangible Assets Amortization Expense | The estimated future amortization expense associated with intangible assets is as follows (in thousands): Future Amortization 2020 $ 9,731 2021 38,922 2022 30,043 2023 27,084 2024 27,010 Thereafter 105,650 Total $ 238,440 | ||
Schedule of Goodwill | The following table is a summary of the changes to goodwill for the three and nine months ended September 30, 2020 (in thousands): Balance - December 31, 2019 $ 227,763 Deconsolidation of Nexway (51,168 ) Balance - March 31, 2020 $ 176,595 Acquisition of fuboTV 562,908 Less: transfer to asset held for sale (28,541 ) Balance - June 30, 2020 $ 710,962 Impairment expense (148,622 ) Measurement period adjustment on the fuboTV acquisition (68,493 ) Balance - September 30, 2020 $ 493,847 | ||
FaceBank Group, Inc Pre-Merger [Member] | |||
Schedule of Intangible Assets | The table below summarizes the Company’s intangible assets at March 31, 2020 (in thousands): Useful Weighted Average March 31, 2020 Lives (Years) Remaining Life (Years) Intangible Assets Accumulated Amortization Net Balance Human animation technologies 7 6 $ 123,436 (29,054 ) $ 94,382 Trademark and trade names 7 6 7,746 (1,826 ) 5,920 Animation and visual effects technologies 7 6 6,016 (1,418 ) 4,598 Digital asset library 5-7 5.5 7,536 (1,610 ) 5,926 Intellectual Property 7 6 828 (195 ) 633 Total $ 145,562 $ (34,103 ) $ 111,459 | The table below summarizes the Company’s intangible assets at December 31, 2019 and 2018 (in thousands): December 31, 2019 Useful Lives (Years) Weighted Average Remaining Life (Years) Intangible Assets Intangible Asset Impairment Accumulated Amortization Net Balance Human animation technologies 7 6 $ 123,436 $ - $ (24,646 ) $ 98,790 Trademark and trade names 7 6 9,432 (1,686 ) (1,549 ) 6,197 Animation and visual effects technologies 7 6 6,016 - (1,203 ) 4,813 Digital asset library 5-7 5.5 7,505 - (1,251 ) 6,254 Intellectual Property 7 6 3,258 (2,430 ) (236 ) 592 Customer relationships 11 11 4,482 (4,482 ) - - Total $ 154,129 $ (8,598 ) $ (28,885 ) $ 116,646 December 31, 2018 Useful Lives (Years) Weighted Intangible Assets Accumulated Amortization Net Human animation technologies 7 6.6 $ 123,436 $ (7,012 ) $ 116,424 Trademark and trade names 7 6.6 7,746 (443 ) 7,303 Animation and visual effects technologies 7 6.6 6,016 (344 ) 5,672 Digital likeness development 7 6.6 6,255 (357 ) 5,898 Intellectual Property 7 6.6 828 (47 ) 781 Total $ 144,281 $ (8,203 ) $ 136,078 | |
Schedule of Intangible Assets Amortization Expense | The estimated future amortization expense associated with intangible assets is as follows (in thousands): Future Amortization 2020 $ 15,652 2021 20,868 2022 20,868 2023 20,868 2024 20,795 Thereafter 12,408 Total $ 111,459 | The estimated future amortization expense associated with intangible assets is as follows (in thousands): Future 2020 $ 20,862 2021 20,862 2022 20,862 2023 20,862 2024 20,790 Thereafter 12,408 Total $ 116,646 | |
Schedule of Goodwill | The following table is a summary of the changes to goodwill for the year ended December 31, 2019 (in thousands) (as restated): Balance - January 1, 2018 $ - Evolution AI Acquisition 149,975 Balance - December 31, 2018 149,975 Nexway Acquisition 51,168 Facebank AG Acquisition 28,541 Measurement period adjustment for EAI acquisition (1,921 ) Balance - December 31, 2019 $ 227,763 * The Company recorded a measurement period adjustment related to its EAI acquisition to reduce acquisition date accrued expenses by $1.9 million, which resulted in a corresponding decrease to goodwill. |
Accounts Payable and Accrued _4
Accounts Payable and Accrued Expenses (Tables) (FaceBank Group, Inc. Pre-Merger) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses are presented below (in thousands): September 30, December 31, 2020 2019 Suppliers - $ 37,508 Affiliate fees 38,127 - Broadcasting and transmission 18,726 - Selling and marketing 13,998 - Payroll taxes (in arrears) 50 1,308 Accrued compensation 2,887 3,649 Legal and professional fees 4,472 3,936 Accrued litigation loss - 524 Taxes (including value added) 9,774 5,953 Subscriber related 2,660 - Other 8,348 3,897 Total $ 99,042 $ 56,775 | ||
FaceBank Group, Inc Pre-Merger [Member] | |||
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses as of March 31, 2020 and December 31, 2019 consist of the following (in thousands): March 31, December 31, 2020 2019 Suppliers $ - $ 37,508 Payroll taxes (in arrears) 1,308 1,308 Accrued compensation 2,124 3,649 Legal and professional fees 1,797 3,936 Accrued litigation loss 524 524 Taxes - 5,953 Other 1,990 3,897 Total $ 7,743 $ 56,775 | Accounts payable and accrued expenses as of December 31, 2019 and 2018 consist of the following (in thousands): December 31, 2019 December 31, 2018 Suppliers $ 37,508 $ - Payroll taxes (in arrears) 1,308 1,308 Accrued compensation 3,649 2,453 Legal and professional fees 3,936 1,952 Accrued litigation loss 524 524 Taxes (including value added) 5,953 - Other 3,897 2,098 Total $ 56,775 $ 8,335 |
Related Parties (Tables) (FaceB
Related Parties (Tables) (FaceBank Group, Inc. Pre-Merger) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Schedule of Amount Owed to Related Parties | The following table represents amounts due to related parties as of September 30, 2020 and December 31, 2019 consist of the following (in thousands): September 30, December 31, 2020 2019 Affiliate fees $ 85,116 $ - Alexander Bafer, former Executive Chairman 458 20 John Textor, former Chief Executive Officer and affiliated companies 264 592 Other 9 53 Total $ 85,847 $ 665 | ||
FaceBank Group, Inc Pre-Merger [Member] | |||
Schedule of Amount Owed to Related Parties | Amounts owed to and due from related parties as of March 31, 2020 and December 31, 2019 consist of the following (in thousands): March 31, December 31, 2020 2019 Alexander Bafer, former Executive Chairman $ 20 $ 20 John Textor, former Chief Executive Officer and affiliated companies 292 592 Other (7 ) 53 Total $ 305 $ 665 | Amounts owed to related parties as of December 31, 2019 and 2018 consist of the following (in thousands): December 31, 2019 December 31, 2018 Alexander Bafer, Executive Chairman $ 20 $ 25 John Textor, Chief Executive Officer and affiliated companies 592 304 Other 53 69 Total $ 665 $ 398 |
Notes Payable (Tables) (FaceBan
Notes Payable (Tables) (FaceBank Group, Inc. Pre-Merger) | 3 Months Ended |
Mar. 31, 2020 | |
FaceBank Group, Inc Pre-Merger [Member] | |
Schedule of Carrying Value of Senior Notes | The carrying value of the Senior Notes as of March 31, 2020 is comprised of the following: March 31, 2020 Principal value of Senior Note $ 10,050 Original issue discount (2,650 ) Discount resulting from allocation of proceeds to warrant liability (7,400 ) Amortization of discount 1,005 Net carrying value of Senior Note $ 1,005 |
Fair Value Measurements (Tabl_2
Fair Value Measurements (Tables) (FaceBank Group, Inc. Pre-Merger) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis | The following table classifies the Company’s assets and liabilities measured at fair value on a recurring basis into the fair value hierarchy as of September 30, 2020 and December 31, 2019 (in thousands): Fair valued measured at September 30, 2020 Quoted prices Significant Significant Financial Liabilities at Fair Value: Profits interest sold - - 2,119 Warrant liability - Subsidiary - - 21 Warrant liability - - 28,065 Total Financial Liabilities at Fair Value $ - $ - $ 30,205 December 31, 2019 Total Level 1 Level 2 Level 3 Financial Assets at Fair Value: Financial assets at fair value $ 1,965 $ — $ 1,965 $ — Total $ 1,965 $ — $ 1,965 $ — Financial Liabilities at Fair Value: Convertible notes $ 1,203 $ — $ — $ 1,203 Profit share liability 1,971 — — 1,971 Derivative liability 376 — — 376 Warrant liability - subsidiary 24 — — 24 Total $ 3,574 $ — $ — $ 3,574 | ||
Schedule of Liability for Derivatives and Warrants | The following table presents changes in Level 3 liabilities measured at fair value (in thousands) for the three and nine months ended September 30, 2020. Unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Derivative - Warrants Profits Warrant Embedded Fair value at December 31, 2019 $ 1,203 $ 24 $ 1,971 $ - $ 376 Change in fair value (206 ) (3 ) 148 (9,143 ) (220 ) Additions 3,583 - - 50,743 172 Redemption (4,580 ) - - - (328 ) Reclassification of warrant liabilities - - - (13,535 ) - Fair value at September 30, 2020 $ - $ 21 $ 2,119 $ 28,065 $ - | ||
Schedule of Fair value of Liability Using Monte Carlo Simulation Model | The Company used a Monte Carlo simulation model to estimate the fair value of the warrant liability at September 30, 2020: September 30, 2020 Fair value of underlying common shares $ 9.00 Exercise price $ 7.00 Expected dividend yield — % Expected volatility 73.6 – 74.3 % Risk free rate 0.12 % Expected term (years) 1.12 – 1.19 The Company used a Monte Carlo simulation model to estimate the fair value of the warrant liability at September 30, 2020: September 30, 2020 Fair value of underlying common shares $ 9.00 Exercise price $ 9.25 Expected dividend yield — % Expected volatility 69.7 – 71.2 - % Risk free rate 0.12 % Expected term (years) 1.39 – 1.49 | ||
FaceBank Group, Inc Pre-Merger [Member] | |||
Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis | Fair valued measured at March 31, 2020 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Financial Assets at Fair Value: Investment in Equity/Debt Funds $ - $ 1,965 $ - Investment in Nexway at fair value 2,374 - - Total Financial Assets at Fair Value $ 2,374 $ 1,965 $ - Financial Liabilities at Fair Value: Derivative liability - convertible notes $ - $ - $ 1,692 Profits interest sold - - 1,971 Embedded put option - - 389 Warrant liability - Subsidiary - - 39 Warrant liability - - 15,987 Total Financial Liabilities at Fair Value $ - $ - $ 20,078 Fair Value measured at December 31, 2019 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Derivative liability – convertible notes $ - $ - $ 1,203 Profits interest - - 1,971 Embedded put option - - 376 Warrant Liability - Subsidiary - - 24 Total Financial Liabilities at Fair Value $ - $ - $ 3,574 | Fair Value measured at December 31, 2019 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Derivative liability - convertible notes $ - $ - $ 1,203 Profits interest - - 1,971 Embedded put option - - 376 Warrant Liability - - 24 Total Financial Liabilities at Fair Value $ - $ - $ 3,574 Fair Value measured at December 31, 2018 Quoted prices in (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Derivative liability - convertible notes $ - $ - $ 469 Derivative liability - related party convertible notes - - 549 Total Derivative Liability $ - $ - $ 1,018 Warrant Liability - - 4,528 Total Fair Value $ - $ - $ 5,546 | |
Schedule of Liability for Derivatives and Warrants | The following table presents changes in Level 3 liabilities measured at fair value (in thousands) for the year ended December 31, 2019. Unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Derivative - Convertible Notes Warrants (assumed from subsidiary) Profits Interests Sold Warrant Liability Embedded Put Option Fair value at December 31, 2019 $ 1,203 $ 24 $ 1,971 $ - $ 376 Change in fair value (200 ) 15 - 366 (97 ) Additions 689 - - 15,621 172 Redemption - - - - (62 ) Fair value at March 31, 2020 $ 1,692 $ 39 $ 1,971 $ 15,987 $ 389 | The following table presents changes in Level 3 liabilities measured at fair value (in thousands) for the year ended December 31, 2019. Unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Derivative - Convertible Notes Warrants (assumed from subsidiary) Profits Interests Embedded Put Option Fair value at December 31, 2018 $ 1,018 $ 4,528 $ - $ - Change in fair value (678 ) (4,504 ) 198 (137 ) Additions 863 - 1,773 589 Redemptions - - - (76 ) Fair value at December 31, 2019 $ 1,203 $ 24 $ 1,971 $ 376 | |
Schedule of Fair value of Liability Using Monte Carlo Simulation Model | The Company used a Monte Carlo simulation model to estimate the fair value of the warrant liability with the following assumptions at March 31, 2020 and December 31, 2019: March 31, 2020 December 31, 2019 Exercise price $ 0.75 $ 0.75 Stock price – subsidiary $ 0.03 $ 0.02 Discount applied 0 % 0 % Fair value of stock price $ 0.00 $ 0.00 Risk free rate 0.28 % 1.62 % Contractual term (years) 2.83 3.08 Expected dividend yield 0 % 0 % Expected volatility 83.7 % 83.7 % Number of subsidiary warrants outstanding 48,904,037 48,904,037 | The Company used a Monte Carlo simulation model to estimate the fair value of the warrant liability with the following assumptions at December 31, 2019 and 2018: December 31, 2019 December 31, 2018 Exercise price $ 0.75 $ 0.75 Stock price - subsidiary $ 0.02 $ 0.22 Discount applied 0 % 50 % Fair value of stock price $ 0.00 $ 0.09 Risk free rate 1.62 % 2.49 % Contractual term (years) 3.08 4.08 Expected dividend yield 0 % 0 % Expected volatility 83.7 % 86.5 % Number of subsidiary warrants outstanding 48,904,037 48,904,037 | |
Schedule of Warrant Liabilities, Change In Using Black Scholes to Monte Carlo Simulation Assumptions | The significant assumptions used in the valuation are as follows: March 31, 2020 Fair value of underlying common shares $ 4.78 - 4.97 Exercise price $ 5.00 Dividend yield - % Historical volatility 52.6% - 52.8 % Risk free interest rate 0.14% – 0.66 % | The Series D Convertible Preferred Stock contains a contingent put option and, accordingly, the Company considered it to be a liability and accounted for it at fair value using Level 3 inputs. The Company determined the fair value of this liability using the Monte Carlo simulation model with the following inputs: December 31, 2019 Stock price $ 8.91 – $9.03 Fixed conversion price $ 0.25 Risk free rate 1.6 % Contractual term (years) 1.2 - 1.5 Expected dividend yield 8.0 % Expected volatility 89.2% - 90.4 % | |
FaceBank Group, Inc Pre-Merger [Member] | Subsidiary Warrant Liability [Member] | |||
Schedule of Warrant Liabilities, Change In Using Black Scholes to Monte Carlo Simulation Assumptions | The Company determined the fair value of this liability using the Monte Carlo simulation model with the following inputs: March 31, 2020 December 31, 2019 Stock price $ 8.35 – $9.20 $ 8.91 – $9.03 Fixed conversion price $ 0.25 $ 0.25 Risk free rate 0.2 – 0.4 % 1.6 % Contractual term (years) 1.2 – 1.5 1.2 – 1.5 Expected dividend yield 8.0 % 8.0 % Expected volatility 87.2% - 94.8 % 89.2% - 90.4 % |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) (FaceBank Group, Inc. Pre-Merger) - FaceBank Group, Inc Pre-Merger [Member] | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Schedule of Convertible Notes Payable | At March 31, 2020 and December 31, 2019, the carrying amounts of the convertible notes including the remaining principal balance plus the fair value of the derivative liabilities associated with the variable share settlement feature and unamortized discounts is as follows (in thousands): Issuance Date Stated Interest Rate Maturity Date Principal Unamortized Discount Variable Share Settlement Feature at Fair Value Carrying amount Convertible notes JSJ Investments (2) 12/6/2019 10 % 12/6/2020 $ 255 $ (174 ) $ 443 $ 524 Eagle Equities (3) 12/12/2019 12 % 12/12/2020 210 (147 ) 297 360 BHP Capital (4) 12/20/2019 10 % 12/20/2020 125 (85 ) 120 160 GS Capital Partners (5) 1/17/2020 10 % 1/17/2021 150 (120 ) 210 240 EMA Financial, LLC (6) 2/6/2020 10 % 11/6/2020 125 (100 ) 204 229 Adar Alef, LLC (7) 2/10/2020 12 % 2/10/2021 150 (129 ) 220 241 BHP Capital (8) 3/24/2020 10 % 3/24/2020 100 (95 ) 99 104 Jefferson Street Capital, LLC (9) 3/24/2020 10 % 3/24/2020 100 (95 ) 99 104 Balance at March 31, 2020 $ 1,215 $ (945 ) $ 1,692 $ 1,962 Issuance Stated Maturity Principal Unamortized Variable Carrying Convertible notes Adar Bays – Alef (1) 7/30/2019 10 % 7/30/2020 275 (159 ) 379 495 JSJ Investments (2) 12/06/2019 10 % 12/6/2020 255 (238 ) 422 439 Eagle Equities (3) 12/12/2019 12 % 12/12/2020 210 (199 ) 285 296 BHP Capital (4) 12/20/2019 10 % 12/20/2020 125 (114 ) 117 128 Balance at December 31, 2019 $ 865 $ (710 ) $ 1,203 $ 1,358 | At December 31, 2019 and 2018, the carrying amounts of the convertible notes including the remaining principal balance plus the fair value of the derivative liabilities associated with the variable share settlement feature and unamortized discounts is as follows (in thousands): Issuance Stated Maturity Principal Unamortized Variable Carrying Convertible notes Adar Bays - Alef (4) 11/28/2018 10 % 11/28/2019 275 (159 ) 379 495 JSJ Investments (7) 12/6/2019 10 % 12/6/2020 255 (238 ) 422 439 Eagle Equities (8) 12/12/2019 12 % 12/12/2020 210 (199 ) 285 296 BHP Capital (9) 12/20/2019 10 % 12/20/2020 125 (114 ) 117 128 Balance at December 31, 2019 $ 865 $ (710 ) $ 1,203 $ 1,358 Issuance Stated Maturity Principal Unamortized Variable Carrying Convertible notes Power Up (1*) 8/24/18 8 % 8/24/19 $ 203 $ (131 ) $ 152 $ 224 Birchwood Capital (2) 11/6/18 10 % 5/6/19 50 (35 ) - 15 Power Up (3) 11/26/18 8 % 11/26/19 128 (115 ) 96 109 Adar Bays - Alef (4) 11/28/18 10 % 11/28/19 193 (175 ) 221 239 Total $ 574 $ (456 ) $ 469 $ 587 Convertible notes- Related Parties Chairman (5) in default 10/12/15 22 % 8/1/17 $ 265 - $ 549 814 Shareholder (6) in default 12/28/16 3 % 3/24/17 50 - - 50 Total $ 315 - $ 549 $ 864 Balance at December 31, 2018 $ 889 $ (456 ) $ 1,018 $ 1,451 * The (#) references the notes described below |
Schedule of Derivative Liabilities Valuation Using Binomial Lattice Model Assumptions | The fair value of the derivative liabilities was estimated using a Binomial Lattice model on the dates that the notes were issued and were subsequently revalued at March 31, 2020 and December 31, 2019, using the Monte Carlo simulation model with the following weighted average assumptions: March 31, 2020 December 31, 2019 Stock Price $ 7.74 – 9.45 $ 8.91 – 10.15 Risk Free Interest Rate 0.12 – 1.56 % 1.52 - 1.60 % Expected life (years) 0.33 – 1.00 0.58 – 1.00 Expected dividend yield 0 % 0 % Expected volatility 91.3 – 134.0 % 90.0 – 95.3 % Fair Value – Note Variable Share Settlement Feature (in thousands) $ 1,692 $ 1,203 | The fair value of the derivative liabilities was estimated using the Monte Carlo simulation model on the dates that the notes were issued and were subsequently revalued at December 31, 2019 and 2018, with the following weighted average assumptions: December 31, 2019 December 31, 2018 Stock Price $ 8.91 - 10.15 $ 6.75 Risk Free Interest Rate 1.52 1.60 % 2.61 % Expected life (years) 0.58 – 1.00 0.73 Expected dividend yield 0 % 0 % Expected volatility 90.0 – 95.3 % 92.8 % Fair Value - Note Variable Share Settlement Feature (in thousands) $ 1,203 $ 1,018 |
Convertible Notes Payable and_2
Convertible Notes Payable and Convertible Notes Payable to Related Parties (Tables) (FaceBank Group, Inc. Pre-Merger) (10-K) - FaceBank Group, Inc Pre-Merger [Member] | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Schedule of Convertible Notes Payable | At March 31, 2020 and December 31, 2019, the carrying amounts of the convertible notes including the remaining principal balance plus the fair value of the derivative liabilities associated with the variable share settlement feature and unamortized discounts is as follows (in thousands): Issuance Date Stated Interest Rate Maturity Date Principal Unamortized Discount Variable Share Settlement Feature at Fair Value Carrying amount Convertible notes JSJ Investments (2) 12/6/2019 10 % 12/6/2020 $ 255 $ (174 ) $ 443 $ 524 Eagle Equities (3) 12/12/2019 12 % 12/12/2020 210 (147 ) 297 360 BHP Capital (4) 12/20/2019 10 % 12/20/2020 125 (85 ) 120 160 GS Capital Partners (5) 1/17/2020 10 % 1/17/2021 150 (120 ) 210 240 EMA Financial, LLC (6) 2/6/2020 10 % 11/6/2020 125 (100 ) 204 229 Adar Alef, LLC (7) 2/10/2020 12 % 2/10/2021 150 (129 ) 220 241 BHP Capital (8) 3/24/2020 10 % 3/24/2020 100 (95 ) 99 104 Jefferson Street Capital, LLC (9) 3/24/2020 10 % 3/24/2020 100 (95 ) 99 104 Balance at March 31, 2020 $ 1,215 $ (945 ) $ 1,692 $ 1,962 Issuance Stated Maturity Principal Unamortized Variable Carrying Convertible notes Adar Bays – Alef (1) 7/30/2019 10 % 7/30/2020 275 (159 ) 379 495 JSJ Investments (2) 12/06/2019 10 % 12/6/2020 255 (238 ) 422 439 Eagle Equities (3) 12/12/2019 12 % 12/12/2020 210 (199 ) 285 296 BHP Capital (4) 12/20/2019 10 % 12/20/2020 125 (114 ) 117 128 Balance at December 31, 2019 $ 865 $ (710 ) $ 1,203 $ 1,358 | At December 31, 2019 and 2018, the carrying amounts of the convertible notes including the remaining principal balance plus the fair value of the derivative liabilities associated with the variable share settlement feature and unamortized discounts is as follows (in thousands): Issuance Stated Maturity Principal Unamortized Variable Carrying Convertible notes Adar Bays - Alef (4) 11/28/2018 10 % 11/28/2019 275 (159 ) 379 495 JSJ Investments (7) 12/6/2019 10 % 12/6/2020 255 (238 ) 422 439 Eagle Equities (8) 12/12/2019 12 % 12/12/2020 210 (199 ) 285 296 BHP Capital (9) 12/20/2019 10 % 12/20/2020 125 (114 ) 117 128 Balance at December 31, 2019 $ 865 $ (710 ) $ 1,203 $ 1,358 Issuance Stated Maturity Principal Unamortized Variable Carrying Convertible notes Power Up (1*) 8/24/18 8 % 8/24/19 $ 203 $ (131 ) $ 152 $ 224 Birchwood Capital (2) 11/6/18 10 % 5/6/19 50 (35 ) - 15 Power Up (3) 11/26/18 8 % 11/26/19 128 (115 ) 96 109 Adar Bays - Alef (4) 11/28/18 10 % 11/28/19 193 (175 ) 221 239 Total $ 574 $ (456 ) $ 469 $ 587 Convertible notes- Related Parties Chairman (5) in default 10/12/15 22 % 8/1/17 $ 265 - $ 549 814 Shareholder (6) in default 12/28/16 3 % 3/24/17 50 - - 50 Total $ 315 - $ 549 $ 864 Balance at December 31, 2018 $ 889 $ (456 ) $ 1,018 $ 1,451 * The (#) references the notes described below |
Schedule of Derivative Liabilities Valuation Using Binomial Lattice Model Assumptions | The fair value of the derivative liabilities was estimated using a Binomial Lattice model on the dates that the notes were issued and were subsequently revalued at March 31, 2020 and December 31, 2019, using the Monte Carlo simulation model with the following weighted average assumptions: March 31, 2020 December 31, 2019 Stock Price $ 7.74 – 9.45 $ 8.91 – 10.15 Risk Free Interest Rate 0.12 – 1.56 % 1.52 - 1.60 % Expected life (years) 0.33 – 1.00 0.58 – 1.00 Expected dividend yield 0 % 0 % Expected volatility 91.3 – 134.0 % 90.0 – 95.3 % Fair Value – Note Variable Share Settlement Feature (in thousands) $ 1,692 $ 1,203 | The fair value of the derivative liabilities was estimated using the Monte Carlo simulation model on the dates that the notes were issued and were subsequently revalued at December 31, 2019 and 2018, with the following weighted average assumptions: December 31, 2019 December 31, 2018 Stock Price $ 8.91 - 10.15 $ 6.75 Risk Free Interest Rate 1.52 1.60 % 2.61 % Expected life (years) 0.58 – 1.00 0.73 Expected dividend yield 0 % 0 % Expected volatility 90.0 – 95.3 % 92.8 % Fair Value - Note Variable Share Settlement Feature (in thousands) $ 1,203 $ 1,018 |
Temporary Equity (Tables) (Face
Temporary Equity (Tables) (FaceBank Group, Inc. Pre-Merger) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Schedule of Temporary Equity | The following table summarizes the Company’s Series D Preferred Stock activities for the three and nine months ended September 30, 2020 (dollars in thousands): Series D Preferred Stock Shares Amount Total temporary equity as of December 31, 2019 461,839 $ 462 Issuance of Series D convertible preferred stock for cash 203,000 203 Offering cost related to issuance of Series D convertible preferred stock - (3 ) Deemed dividends related to immediate accretion of offering cost - 3 Accrued Series D preferred stock dividends 17,198 17 Bifurcated redemption feature of Series D convertible preferred stock - (171 ) Deemed dividends related to immediate accretion of bifurcated redemption feature of Series D convertible preferred stock - 171 Redemption of Series D preferred stock (including accrued dividends) (682,037 ) (682 ) Total temporary equity as of September 30, 2020 - $ - | ||
Schedule of Redemption of Preferred stock Issued | The redemption of the 659,000 shares of Series D Preferred Stock (amounts in thousands except share and per share values): Series D preferred stock issued 659,000 Per share value $ 1.00 Series D preferred stock value $ 659 Accrued dividends $ 23 Total Series D preferred stock $ 682 Redemption percentage $ 1.29 Total redemption $ 880 | ||
FaceBank Group, Inc Pre-Merger [Member] | |||
Schedule of Temporary Equity | The following table summarizes the Company’s Series D Preferred Stock activities for the three months ended March 31, 2020 (dollars in thousands): Series D Preferred Stock Shares Amount Total temporary equity as of December 31, 2019 461,839 $ 462 Issuance of Series D convertible preferred stock for cash 203,000 203 Offering cost related to issuance of Series D convertible preferred stock - (3 ) Deemed dividends related to immediate accretion of offering cost - 3 Accrued Series D preferred stock dividends 8,868 9 Bifurcated redemption feature of Series D convertible preferred stock - (171 ) Deemed dividends related to immediate accretion of bifurcated redemption feature of Series D convertible preferred stock - 171 Redemption of Series D preferred stock (including accrued dividends) (210,831 ) (211 ) Total temporary equity as of March 31, 2020 462,876 $ 463 | The following table summarizes the Company’s Series D Convertible Preferred Stock activities for the year ended December 31, 2019 (dollars in thousands): Series D Preferred Stock Shares Amount Total temporary equity as of December 31, 2018 - $ - Issuance of Series D convertible preferred stock for cash 709,000 709 Offering cost related to issuance of Series D convertible preferred stock - (9 ) Deemed dividends related to immediate accretion of offering cost - 9 Accrued Series D preferred stock dividends 5,839 6 Bifurcated redemption feature of Series D convertible preferred stock - (589 ) Deemed dividends related to immediate accretion of bifurcated redemption feature of Series D convertible preferred stock - 589 Redemption of Series D preferred stock (253,000 ) (253 ) Total temporary equity as of December 31, 2019 461,839 $ 462 | |
Schedule of Redemption of Preferred stock Issued | The redemption of the 203,000 shares of Series D Preferred Stock (previously issued on September 6, 2019) on March 6, 2020 occurred as follows (amounts in thousands except share and per share values): Series D preferred stock issued 203,000 Per share value $ 1.00 $ 203 Accrued dividends $ 8 $ 211 Redemption percentage $ 1.29 Total $ 272 | On December 19, 2019, the Company redeemed the 253,000 shares of its Series D preferred stock issued on July 15, 2019 as follows (amounts in thousands except share and per share values): Series D preferred stock issued 253,000 Per share value $ 1.00 $ 253 Accrued dividends $ 9 $ 262 Redemption percentage $ 1.29 Total $ 337 |
Stockholders' Equity _ (Defic_4
Stockholders' Equity / (Deficit) (Tables) (FaceBank Group, Inc. Pre-Merger) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Schedule of Stock Option Activity | A summary of activity under the Plan for the nine months ended September 30, 2020 is as follows (in thousands, except share and per share amounts): Number of Shares Weighted Average Total Intrinsic Value Weighted Average Outstanding as of December 31, 2019 16,667 $ 28.20 $ - 7.3 Options assumed from Merger 8,051,098 $ 1.31 Granted 7,141,899 $ 8.79 Exercised (226,740 ) $ 1.43 Forfeited or expired (389,008 ) $ 0.83 Outstanding as of September 30, 2020 14,593,916 $ 4.99 $ 61,234 8.2 Options vested and exercisable as of September 30, 2020 6,081,567 $ 2.01 $ 42,736 6.9 | ||
Summary of Fair Value of Options Granted | The following was used in determining the fair value of stock options granted during the three months and nine months ended September 30, 2020: For the Three Months For the Nine Months Dividend yield - - Expected price volatility 45 % 45% - 57 % Risk free interest rate 0.23% - 0.38 % 0.23% - 0.58 % Expected term 5.3 - 6.1 5.3 - 6.1 | ||
Summary of Outstanding Warrants Activity | A summary of the Company’s outstanding warrants as of September 30, 2020 are presented below (in thousands, except share and per share amounts): Number of Warrants Weighted Average Total Intrinsic Value Weighted Average Outstanding as of December 31, 2019 200,007 $ 13.31 $ - 0.2 Issued 9,538,526 $ 6.62 $ 23,119 1.7 Expired (200,000 ) $ - $ - - Outstanding as of September 30, 2020 9,538,533 $ 5.80 $ 32,670 2.6 Warrants exercisable as of September 30, 2020 9,538,533 $ 5.80 $ 32,670 2.6 | ||
FaceBank Group, Inc Pre-Merger [Member] | |||
Schedule of Stock Option Activity | The following reflects the stock option activity for the three months ended March 31, 2020: Number of Shares Weighted Average Total Intrinsic Value Weighted Average Remaining Contractual Life Outstanding as of December 31, 2019 16,667 $ 28.20 $ - 8.1 Granted 280,000 $ 7.20 $ 322,000 4.7 Outstanding as of March 31, 2020 296,667 $ 8.38 $ 322,000 4.9 Options vested and exercisable as of March 31, 2020 296,667 $ 8.38 $ 322,000 4.9 | ||
Summary of Fair Value of Options Granted | The fair value of options granted during the year ended December 31, 2018 were estimated using the following weighted-average assumptions: Year ended December 31, 2018 Exercise price $ 28.20 Expected stock price volatility 222 Risk-free rate of interest 2.78 Term (years) 10.0 | ||
Summary of Options Under Employee Stock Option Plan | A summary of option activity under the Company’s employee stock option plan for years ended December 31, 2018 and 2019 are presented below: Number of Shares Weighted Average Total Intrinsic Value Weighted Average Remaining Contractual Life Outstanding as of December 31, 2017 - $ - $ - - Granted 16,667 28.20 - 9.1 Outstanding as of December 31, 2018 16,667 $ 28.20 $ - 9.1 Outstanding as of December 31, 2019 16,667 $ 28.20 $ - 8.1 Options vested and exercisable as of December 31, 2019 16,667 $ 28.20 $ - 8.1 | ||
Summary of Outstanding Warrants Activity | A summary of the Company’s outstanding warrants as of March 31, 2020 are presented below: Number of Warrants Weighted Average Total Intrinsic Value Outstanding as of December 31, 2019 200,007 $ 12.15 $ - Issued 3,411,349 $ 5.11 $ 11,038,616 Expired (200,000 ) $ - $ - Outstanding as of March 31, 2020 3,411,356 $ 5.16 $ 11,038,616 Warrants exercisable as of March 31, 2020 3,411,356 $ 5.16 $ 11,038,616 | A summary of the Company’s outstanding warrants as of December 31, 2019 and 2018 are presented below: Number of Warrants Weighted Average Total Intrinsic Value Weighted Average Remaining Contractual Life Outstanding as of December 31, 2017 3,015 $ 15.00 $ - 4.7 Exercised (3,008 ) 15.00 - Outstanding as of December 31, 2018** 7 $ 24,000.00 $ - 2.9 Issued 200,000 11.31 - 0.2 Outstanding as of December 31, 2019 200,007 $ 12.15 $ - 0.2 Warrants exercisable as of December 31, 2019 200,007 $ 12.15 $ - 0.2 ** The warrants outstanding as of December 31, 2018 had an original exercise price of $0.80. In January 2017, the Company executed a 1-for-10,000 reverse split, that resulted in an exercise price of $800. Following the 1 for 30 reverse split in February 2019, the exercise price is currently $24,000 per share. |
Leases (Tables) (FaceBank Group
Leases (Tables) (FaceBank Group, Inc. Pre-Merger) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Schedule of Operating Leases | The components of lease expense were as follows: Three Months Ended Nine Months Ended Operating leases Operating lease cost $ 312 $ 623 Variable lease cost - - Operating lease expense 312 623 Short-term lease rent expense - - Total rent expense $ 312 $ 623 | ||
Schedule of Maturities of Operating Leases | As of September 30, 2020, future minimum payments for the operating leases are as follows: Year Ended December 31, 2020 $ 305 Year Ended December 31, 2021 1,030 Year Ended December 31, 2022 778 Year Ended December 31, 2023 805 Year Ended December 31, 2024 805 Thereafter 2,111 Total 5,834 Less present value discount (934 ) Operating lease liabilities $ 4,900 | ||
FaceBank Group, Inc Pre-Merger [Member] | |||
Schedule of Operating Leases | The following summarizes quantitative information about the Company’s Florida operating lease (amounts in thousands, except lease term and discount rate): For the Three Months Ended March 31, 2020 Operating leases Operating lease cost $ 98 Variable lease cost 73 Operating lease expense 171 Short-term lease rent expense - Total rent expense $ 171 | The following summarizes quantitative information about the Company’s operating leases (amounts in thousands, except lease term and discount rate): For the Year Ended December 31, 2019 Operating leases Operating lease cost $ 259 Variable lease cost 56 Operating lease expense 315 Short-term lease rent expense - Total rent expense $ 315 | |
Schedule of Supplemental Cash Flow and Other Information Related to Leases | Operating cash flows from operating leases $ 75 Right-of-use assets exchanged for operating lease liabilities $ 125 Weighted-average remaining lease term – operating leases 0.4 Weighted-average monthly discount rate – operating leases 0.8 % | Operating cash flows from operating leases $ 281 Right-of-use assets exchanged for operating lease liabilities $ 3,719 Weighted-average remaining lease term – operating leases 7.8 Weighted-average discount rate – operating leases 8.0 % | |
Schedule of Maturities of Operating Leases | Maturities of the Company’s operating leases, are as follows (amounts in thousands): Year Ended December 31, 2020 $ 862 Year Ended December 31, 2021 769 Year Ended December 31, 2022 465 Year Ended December 31, 2023 465 Thereafter 2,326 Total 4,887 Less present value discount (1,367 ) Operating lease liabilities $ 3,520 |
Income Tax Provision (Tables) (
Income Tax Provision (Tables) (FaceBank Group, Inc. Pre-Merger) (10-K) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Schedule of Deferred Tax Assets | The following is a rollforward of the Company’s deferred tax liability from January 1, 2020 to September 30, 2020 (in thousands): Balance at December 31, 2019 $ 30,879 Income tax benefit (associated with the amortization of intangible assets) (1,038 ) Deconsolidation of Nexway (1,162 ) Balance at March 31, 2020 $ 28,679 Acquisition of fuboTV Pre-Merger 65,613 Income tax benefit (associated with the amortization of intangible assets) (3,498 ) Balance at June 30, 2020 $ 90,794 Income tax benefit (associated with the amortization of intangible assets) (16,071 ) Measurement period adjustment (65,295 ) Balance at September 30, 2020 $ 9,428 | ||
FaceBank Group, Inc Pre-Merger [Member] | |||
Schedule of Deferred Tax Assets | The following is a rollforward of the Company’s deferred tax liability from January 1, 2020 to March 31, 2020 (in thousands): March 31, 2020 Beginning balance $ 30,879 Income tax benefit (associated with the amortization of intangible assets) (1,038 ) Deconsolidation of Nexway (1,162 ) Ending balance $ 28,679 | The components of our deferred tax assets are as follows ($ in thousands). December 31, 2019 2018 Deferred Tax Assets: Net operating losses $ - $ 1,042 Accrued compensation - 205 Depreciation and amortization - 13 Other - 5 Total deferred tax assets - 1,265 Less: Valuation allowance - (1,265 ) Net Deferred Tax Assets: $ - $ - Deferred Tax Liabilities: Intangible assets $ (30,879 ) $ (35,000 ) Net Deferred Tax Liability $ (30,879 ) $ (35,000 ) | |
Schedule of Income Taxes Benefit | The benefit of income taxes for the years ended December 31, 2019 and 2018 consist of the following ($ in thousands): For the years ended December 31, 2019 2018 U.S. federal Current $ - $ - Deferred (4,302 ) (1,725 ) State and local Current - - Deferred (970 ) (389 ) Valuation allowance - - Income Tax Provision (Benefit) $ (5,272 ) $ (2,114 ) | ||
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the statutory federal rate to the Company’s effective tax rate is as follows: December 31, 2019 2018 Federal rate 21.00 % 21.00 % State income taxes, net of federal benefit 4.74 % 4.74 % Non-controlling interest (0.82 )% (4.20 )% Common stock issued for services (0.82 )% (6.35 )% Change in fair value of derivative, warrant liability and gain on extinguishment of convertible notes 1.16 % 4.39 % Amortization of debt discount (0.13 )% (2.60 )% Loss on investments (1.81 )% - Other - % (1.26 )% Change in valuation allowance (37.15 )% (29.62 )% Income Taxes Provision (Benefit) (13.83 )% (13.90 )% |
Organization and Nature of Bu_2
Organization and Nature of Business (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Mar. 20, 2020 | Mar. 19, 2020 | Sep. 30, 2020 | Mar. 11, 2020 | Dec. 31, 2019 | Apr. 06, 2018 |
Notes payable | $ 61,679 | $ 36,373 | ||||
Credit Agreement [Member] | HLEE Finance S.a.r.l [Member] | ||||||
Line of credit facility, maximum borrowing capacity | $ 100,000 | |||||
Note Purchase Agreement [Member] | Senior Secured Promissory Notes [Member] | ||||||
Debt face amount | $ 10,100 | |||||
Proceeds from notes payable | 7,400 | |||||
Original issue discount | $ 2,700 | |||||
AMC Agreement [Member] | ||||||
Notes payable | $ 23,600 | |||||
Series AA Convertible Preferred Stock [Member] | ||||||
Preferred stock, par value | $ 0.0001 | |||||
Preferred stock voting rights | Each share of Series AA Preferred Stock shall have 0.8 votes per share (the Voting Rate") on any matter submitted to the holders of the Common Stock for a vote and shall vote together with the Common Stock on such matters for as long as the Series AA Preferred Stock is outstanding. | Each share of Series AA Convertible Preferred Stock is entitled to 0.8 votes per share and is convertible into two shares of our common stock, only in connection with the sale of such shares on an arms length basis either pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act or pursuant to an effective registration statement under the Securities Act. |
Liquidity, Going Concern and _3
Liquidity, Going Concern and Management Plans (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Oct. 30, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash and cash equivalents | $ 38,864 | $ 38,864 | $ 7,624 | ||||||||
Working capital deficit | (189,100) | (189,100) | |||||||||
Accumulated deficit | (458,632) | (458,632) | (56,123) | ||||||||
Net loss | $ (274,117) | $ (73,604) | $ (56,343) | $ (6,909) | $ (3,365) | $ (2,867) | $ (404,064) | $ (13,141) | $ (38,127) | $ (129,312) | |
Subsequent Event [Member] | |||||||||||
Proceeds from issuance of common stock, net of offering expenses | $ 183 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Advertising expense | $ 18,200 | $ 100 | $ 22,700 | $ 300 | |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Minimum [Member] | |||||
Concentration risk, percentage | 10.00% | 10.00% | 10.00% | 10.00% | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Minimum [Member] | Three Customer [Member] | |||||
Concentration risk, percentage | 10.00% | ||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Minimum [Member] | No Customer [Member] | |||||
Concentration risk, percentage | 10.00% | ||||
Evolution AI Corporation [Member] | |||||
Ownership interest percentage | 99.70% | 99.70% | |||
Highlight Finance Corp [Member] | |||||
Ownership interest percentage | 70.00% | 70.00% | |||
Pulse Evolution Corporation [Member] | |||||
Ownership interest percentage | 76.00% | 76.00% |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details Narrative) (fuboTV Inc. Pre-Merger) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Net loss | $ (274,117) | $ (6,781) | $ (402,509) | $ (15,794) | |||||
Total cash, cash equivalents and restricted cash | 40,139 | $ 5,896 | 40,139 | $ 5,896 | $ 7,624 | $ 31 | |||
Accumulated deficit | $ (458,632) | $ (458,632) | (56,123) | ||||||
Fubo TV Pre-Merger [Member] | |||||||||
Net loss | $ (35,958) | $ (37,783) | (173,701) | (129,312) | |||||
Total cash, cash equivalents and restricted cash | 9,373 | $ 51,250 | 15,639 | 15,911 | $ 19,274 | ||||
Accumulated deficit | $ (436,217) | $ (400,259) | $ (226,558) |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies (Details Narrative) (fuboTV Inc. Pre-Merger) (10-K) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Net loss | $ (274,117) | $ (6,781) | $ (402,509) | $ (15,794) | |||||
Total cash, cash equivalents and restricted cash | 40,139 | 5,896 | 40,139 | 5,896 | $ 7,624 | $ 31 | |||
Accumulated deficit | (458,632) | (458,632) | (56,123) | ||||||
Advertising expense | $ 18,200 | $ 100 | $ 22,700 | $ 300 | |||||
Fubo TV Pre-Merger [Member] | |||||||||
Net loss | $ (35,958) | $ (37,783) | (173,701) | (129,312) | |||||
Total cash, cash equivalents and restricted cash | 9,373 | $ 51,250 | 15,639 | 15,911 | $ 19,274 | ||||
Accumulated deficit | $ (436,217) | (400,259) | (226,558) | ||||||
Prepaid affiliate agreements | 242 | ||||||||
Long-lived asset impairment charges | |||||||||
Advertising expense | $ 30,634 | $ 44,033 | |||||||
Fubo TV Pre-Merger [Member] | Revenue [Member] | |||||||||
Concentration rsik percentage | 10.00% | 10.00% | |||||||
Fubo TV Pre-Merger [Member] | Accounts Receivable [Member] | Two Customers [Member] | |||||||||
Concentration rsik percentage | 10.00% | 10.00% |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Summary of Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 38,864 | $ 7,624 | ||
Restricted cash | 1,275 | |||
Total cash, cash equivalents and restricted cash | $ 40,139 | $ 7,624 | $ 5,896 | $ 31 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) (fuboTV Inc. Pre-Merger) - USD ($) $ in Thousands | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Cash and cash equivalents | $ 38,864 | $ 7,624 | |||||
Total cash, cash equivalents and restricted cash | $ 40,139 | 7,624 | $ 5,896 | $ 31 | |||
Fubo TV Pre-Merger [Member] | |||||||
Cash and cash equivalents | $ 8,040 | 14,305 | 14,578 | ||||
Restricted cash | 1,333 | 1,334 | 1,333 | ||||
Total cash, cash equivalents and restricted cash | $ 9,373 | $ 15,639 | $ 51,250 | $ 15,911 | $ 19,274 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) (fuboTV Inc. Pre-Merger) (10-K) - USD ($) $ in Thousands | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Cash and cash equivalents | $ 38,864 | $ 7,624 | |||||
Total cash, cash equivalents and restricted cash | $ 40,139 | 7,624 | $ 5,896 | $ 31 | |||
Fubo TV Pre-Merger [Member] | |||||||
Cash and cash equivalents | $ 8,040 | 14,305 | 14,578 | ||||
Restricted cash | 1,333 | 1,334 | 1,333 | ||||
Total cash, cash equivalents and restricted cash | $ 9,373 | $ 15,639 | $ 51,250 | $ 15,911 | $ 19,274 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Summary of Calculation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||||||||||
Net loss | $ (274,117) | $ (73,604) | $ (56,343) | $ (6,909) | $ (3,365) | $ (2,867) | $ (404,064) | $ (13,141) | $ (38,127) | $ (129,312) |
Less: net (loss) income attributable to non-controlling interest | (128) | 1,555 | 2,653 | |||||||
Less: Deemed dividend - beneficial conversion feature on preferred stock | (379) | (379) | ||||||||
Add: deemed dividend on Series D Preferred Stock | (6) | (6) | ||||||||
Net loss attributable to common stockholders | $ (274,117) | $ (7,166) | $ (402,509) | $ (16,179) | ||||||
Weighted-average common shares outstanding | 44,199,709 | 24,363,124 | 36,577,183 | 20,165,089 | ||||||
Basic and diluted loss per share | $ (6.20) | $ (0.29) | $ (11) | $ (0.80) |
Summary of Significant Accou_14
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Total | 92,139,470 | 1,281,398 |
Common Stock Purchase Warrants [Member] | ||
Total | 9,538,533 | 200,007 |
Series AA Convertible Preferred Shares [Member] | ||
Total | 64,648,724 | |
Series D Convertible Preferred Shares [Member] | ||
Total | 455,233 | |
Stock Options [Member] | ||
Total | 17,952,213 | 16,667 |
Convertible Notes Variable Settlement Feature [Member] | ||
Total | 609,491 |
Acquisition (Details Narrative)
Acquisition (Details Narrative) $ / shares in Units, $ in Thousands | Apr. 02, 2020USD ($)$ / sharesshares | Sep. 30, 2020USD ($)$ / sharesshares | Mar. 31, 2020USD ($)shares | Sep. 30, 2019USD ($)shares | Jun. 30, 2019shares | Mar. 31, 2019USD ($)shares | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2018USD ($) |
Options exercisable, weighted average price | $ / shares | $ 2.01 | $ 2.01 | ||||||||
Impairment charges | $ 236,681 | $ 236,681 | ||||||||
Income taxes benefit | $ 16,071 | 1,028 | 20,589 | 3,234 | ||||||
Fubo TV Pre-Merger [Member] | ||||||||||
Decrease in goodwill | 65,300 | |||||||||
Revenues | 112,700 | $ 163,716 | $ 99,321 | |||||||
Net loss | 274,100 | |||||||||
Impairment charges | 236,700 | |||||||||
Income taxes benefit | 20,600 | |||||||||
Gain on the sale of acquisition | 7,600 | |||||||||
Interest expenses | $ 1,200 | |||||||||
Common Stock [Member] | ||||||||||
Number of shares issued for acquisitions, shares | shares | 1,200,000 | 2,500,000 | ||||||||
Number of common stock issued, shares | shares | 2,162,163 | 795,593 | 217,271 | 386,792 | 378,098 | |||||
Fubo TV Pre-Merger [Member] | ||||||||||
Options exercisable, weighted average price | $ / shares | $ 3.58 | |||||||||
Income taxes benefit | $ (2) | $ (2) | $ 9 | $ 2 | ||||||
Merger Agreement [Member] | Fubo TV Pre-Merger [Member] | ||||||||||
Fair value of outstanding options vested | $ 36,000 | |||||||||
Preexisting loan receivable | $ 10,000 | |||||||||
Preferred stock, voting rights | The Company accounted for the Merger as a business combination under the acquisition method of accounting. FaceBank was determined to be the accounting acquirer based upon the terms of the Merger Agreement and other factors including: (i) FaceBank Pre-Merger's stockholders owned approximately 57% of the voting common shares of the combined company immediately following the closing of the Merger (54% assuming the exercise of all vested stock options as of the closing of the transaction) and (ii) directors appointed by FaceBank Pre-Merger would hold a majority of board seats in the combined company. | |||||||||
Merger Agreement [Member] | Fubo TV Pre-Merger [Member] | Common Stock [Member] | ||||||||||
Stock exchange ratio | 3.64 | |||||||||
Aggregate number of options to acquire common stock | shares | 8,051,098 | |||||||||
Options exercisable, weighted average price | $ / shares | $ 1.32 | |||||||||
Purchase price of acquisition | $ 576,100 | |||||||||
Market value of acquisition | $ 530,100 | |||||||||
Share issued price per share | $ / shares | $ 8.20 | |||||||||
Number of common stock issued, shares | shares | 64,600,000 | |||||||||
Transaction costs | $ 900 | |||||||||
Merger Agreement [Member] | Fubo TV Pre-Merger [Member] | Series AA Preferred Stock [Member] | ||||||||||
Stock exchange ratio | 1.82 | |||||||||
Number of shares issued for acquisitions, shares | shares | 32,324,362 | 31,611,147 |
Acquisitions - Schedule of Asse
Acquisitions - Schedule of Assets Acquired and Liabilities Assumed (Details) - Fubo TV Pre-Merger [Member] $ in Thousands | Apr. 02, 2020USD ($) |
Cash and cash equivalents | $ 8,040 |
Accounts receivable | 5,831 |
Prepaid expenses and other current assets | 976 |
Property & equipment | 2,042 |
Restricted cash | 1,333 |
Other noncurrent assets | 397 |
Operating leases - right-of-use assets | 5,395 |
Intangible assets | 243,612 |
Deferred tax assets | 252 |
Goodwill | 493,847 |
Total assets acquired | 761,725 |
Accounts payable | 51,687 |
Accounts payable - due to related parties | 14,811 |
Accrued expenses and other current liabilities | 50,249 |
Accrued expenses and other current liabilities - due to related parties | 30,913 |
Long term borrowings - current portion | 5,625 |
Operating lease liabilities | 5,395 |
Deferred revenue | 8,809 |
Long-term debt, net of issuance costs | 18,125 |
Total liabilities assumed | 185,614 |
Net assets acquired | $ 576,111 |
Acquisitions - Schedule of Esti
Acquisitions - Schedule of Estimated Useful Lives and Fair Value of the Intangible Assets Acquired (Details) - Fubo TV Pre-Merger [Member] $ in Thousands | Apr. 02, 2020USD ($) |
Total | $ 243,612 |
Software and Technology [Member] | |
Estimated Useful Life (in Years) | 9 years |
Total | $ 181,737 |
Customer Relationships [Member] | |
Estimated Useful Life (in Years) | 2 years |
Total | $ 23,678 |
Trade Names [Member] | |
Estimated Useful Life (in Years) | 9 years |
Total | $ 38,197 |
Acquisitions - Schedule of Pro
Acquisitions - Schedule of Pro Forma Information (Details) - Fubo TV Pre-Merger [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Total Revenues | $ 112,700 | $ 163,716 | $ 99,321 |
Net loss attributable to common stockholders | $ (448,412) | $ (164,303) |
Revenue From Contracts With C_3
Revenue From Contracts With Customers (Details Narrative) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Revenue from Contract with Customer [Abstract] | ||
Contract liabilites | $ 15,424 |
Revenue From Contracts With C_4
Revenue From Contracts With Customers - Schedule of Disaggregated Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Total revenues | $ 61,202 | $ 5,834 | $ 112,669 | $ 5,834 |
Subscriptions [Member] | ||||
Total revenues | 53,433 | 92,945 | ||
Advertisements [Member] | ||||
Total revenues | 7,520 | 11,843 | ||
Software Licenses, Net [Member] | ||||
Total revenues | 5,834 | 7,295 | 5,834 | |
Software Licenses, Net [Member] | Nexway eCommerce Solutions [Member] | ||||
Total revenues | 5,834 | 7,295 | 5,834 | |
Other [Member] | ||||
Total revenues | $ 249 | $ 586 |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 100 | $ 300 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Property and Equipment, gross | $ 3,685 | $ 335 |
Less: Accumulated depreciation | (1,845) | |
Total property and equipment, net | 1,840 | 335 |
Furniture and Fixtures [Member] | ||
Property and Equipment, gross | 668 | 335 |
Computer Equipment [Member] | ||
Property and Equipment, gross | 737 | |
Leasehold Improvements [Member] | ||
Property and Equipment, gross | $ 2,280 |
Property and Equipment, Net -_2
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) (fuboTV Inc. Pre-Merger) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2020 | Dec. 31, 2018 | |
Property and Equipment, gross | $ 335 | $ 3,685 | ||
Less: Accumulated depreciation | (1,845) | |||
Total property and equipment, net | 335 | 1,840 | ||
Furniture and Fixtures [Member] | ||||
Property and Equipment, gross | 335 | 668 | ||
Computer Equipment [Member] | ||||
Property and Equipment, gross | 737 | |||
Leasehold Improvements [Member] | ||||
Property and Equipment, gross | $ 2,280 | |||
Fubo TV Pre-Merger [Member] | ||||
Property and Equipment, gross | $ 3,526 | 3,497 | $ 3,361 | |
Less: Accumulated depreciation | (1,484) | (1,349) | (733) | |
Total property and equipment, net | $ 2,042 | $ 2,148 | 2,628 | |
Fubo TV Pre-Merger [Member] | Furniture and Fixtures [Member] | ||||
Estimated useful lives | P5Y | P5Y | ||
Property and Equipment, gross | $ 572 | $ 572 | 569 | |
Fubo TV Pre-Merger [Member] | Computer Equipment [Member] | ||||
Estimated useful lives | P3Y | P3Y | ||
Property and Equipment, gross | $ 682 | $ 653 | 520 | |
Fubo TV Pre-Merger [Member] | Leasehold Improvements [Member] | ||||
Estimated useful lives | Lesser of useful life or lease term | Lesser of useful life or lease term | ||
Property and Equipment, gross | $ 2,272 | $ 2,272 | $ 2,272 |
Property and Equipment, Net -_3
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) (fuboTV Inc. Pre-Merger) (10-K) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2020 | Dec. 31, 2018 | |
Property and Equipment, gross | $ 335 | $ 3,685 | ||
Less: Accumulated depreciation | (1,845) | |||
Total property and equipment, net | 335 | 1,840 | ||
Furniture and Fixtures [Member] | ||||
Property and Equipment, gross | 335 | 668 | ||
Computer Equipment [Member] | ||||
Property and Equipment, gross | 737 | |||
Leasehold Improvements [Member] | ||||
Property and Equipment, gross | $ 2,280 | |||
Fubo TV Pre-Merger [Member] | ||||
Property and Equipment, gross | $ 3,526 | 3,497 | $ 3,361 | |
Less: Accumulated depreciation | (1,484) | (1,349) | (733) | |
Total property and equipment, net | $ 2,042 | $ 2,148 | 2,628 | |
Fubo TV Pre-Merger [Member] | Furniture and Fixtures [Member] | ||||
Estimated useful lives | P5Y | P5Y | ||
Property and Equipment, gross | $ 572 | $ 572 | 569 | |
Fubo TV Pre-Merger [Member] | Computer Equipment [Member] | ||||
Estimated useful lives | P3Y | P3Y | ||
Property and Equipment, gross | $ 682 | $ 653 | 520 | |
Fubo TV Pre-Merger [Member] | Leasehold Improvements [Member] | ||||
Estimated useful lives | Lesser of useful life or lease term | Lesser of useful life or lease term | ||
Property and Equipment, gross | $ 2,272 | $ 2,272 | $ 2,272 |
FaceBank AG and Nexway - Asse_3
FaceBank AG and Nexway - Assets Held For Sale (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2020 | Mar. 31, 2020 | Sep. 16, 2019 | |
Business Acquisition [Line Items] | |||
Business acquisition, voting rights interest percentage | 37.60% | ||
Nexway AG [Member] | |||
Business Acquisition [Line Items] | |||
Equity method investment, ownership percentage | 62.30% | ||
Business acquisition, voting rights interest percentage | 31.20% | 20.00% | |
Loss on investment | $ 11,919 | ||
Facebank AG [Member] | |||
Business Acquisition [Line Items] | |||
Equity method investment, ownership percentage | 100.00% | ||
FaceBank AG and Nexway [Member] | |||
Business Acquisition [Line Items] | |||
Loss on investment | $ 7,600 |
FaceBank AG and Nexway - Asse_4
FaceBank AG and Nexway - Assets Held For Sale - Schedule of Deconsolidation of Nexway (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 176,595 | $ 493,847 | $ 710,962 | $ 227,763 |
Nexway AG [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | 5,776 | |||
Accounts receivable | 9,831 | |||
Inventory | 50 | |||
Prepaid expenses | 164 | |||
Goodwill | 51,168 | |||
Property and equipment, net | 380 | |||
Right-of-use assets | 3,594 | |||
Total assets | 70,963 | |||
Accounts payable | 34,262 | |||
Accrued expenses | 15,788 | |||
Lease liability | 3,594 | |||
Deferred income taxes | 1,161 | |||
Other liabilities | 40 | |||
Total liabilities | 54,845 | |||
Non-controlling interest | 2,595 | |||
Foreign currency translation adjustment | (770) | |||
Loss before fair value - investment in Nexway | 14,293 | |||
Less: fair value of shares owned by the company | 2,374 | |||
Loss on deconsolidation of Nexway | $ 11,919 |
FaceBank AG and Nexway - Asse_5
FaceBank AG and Nexway - Assets Held For Sale - Schedule of Net Carrying Value of Investment in Facebank AG and Nexway and Related Gain on Sale of Investment (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Business Acquisition [Line Items] | ||
Cash paid to former owners of Facebank AG | $ 619 | |
FaceBank AG & Nexway AG [Member] | ||
Business Acquisition [Line Items] | ||
Investment in Nexway | 4,988 | |
Financial assets at fair value | 1,965 | |
Goodwill | 28,541 | |
Total assets | 35,494 | |
Loan payable | 56,140 | |
Net carrying amount | $ (20,646) | |
Issuance of common stock to former owners of Facebank AG | 12,395 | |
Cash paid to former owners of Facebank AG | $ 619 | |
Gain on sale of investment in Facebank AG | $ (7,631) |
Panda Interests (Details Narrat
Panda Interests (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Fair value of the profits interest | $ 482 | $ 482 | ||||
Panda Interests Finance Agreement [Member] | ||||||
Fair value of the profits interest | $ 1,800 | $ 2,100 | $ 2,000 |
Panda Interests - Schedule of P
Panda Interests - Schedule of Profits Interest (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Panda Interests | ||
Panda units granted | 26.2 | |
Fair value per unit on grant date | $ 67,690 | |
Grant date fair value | 1,773 | |
Change in fair value of Panda interests | $ 148 | 198 |
Fair value | $ 2,119 | $ 1,971 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Impairment of intangible assets | $ 88,059 | $ 88,059 | |||
Impairment expense | 148,622 | 148,622 | |||
Intangible assets | 238,440 | 238,440 | $ 116,646 | ||
Amortization expense | 14,300 | $ 5,200 | 33,800 | $ 15,500 | |
Facebank Reporting Unit [Member] | |||||
Impairment expense | 148,100 | ||||
Intangible assets | $ 13,000 | $ 13,000 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill - Schedule of Impairment Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Intangible assets | $ 88,059 | $ 88,059 | ||
Goodwill | 148,622 | 148,622 | ||
Total impairment expense | $ 236,681 | $ 236,681 |
Intangible Assets and Goodwil_6
Intangible Assets and Goodwill - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Intangible Assets, Gross | $ 389,174 | $ 154,129 | |
Intangible Assets, Impairment | (88,059) | (8,598) | |
Accumulated Amortization | (62,676) | (28,885) | |
Intangible Assets, Net Balance | $ 238,440 | $ 116,646 | |
Human Animation Technologies [Member] | |||
Intangible assets, Useful Lives (Years) | 5 years | 7 years | |
Intangible assets, Weighted Average Remaining Life (Years) | 5 years | 6 years | |
Intangible Assets, Gross | $ 123,436 | $ 123,436 | |
Intangible Assets, Impairment | (79,884) | ||
Accumulated Amortization | (37,871) | (24,646) | |
Intangible Assets, Net Balance | $ 5,681 | $ 98,790 | |
Trademark and Trade Names [Member] | |||
Intangible assets, Useful Lives (Years) | 5 years | 7 years | |
Intangible assets, Weighted Average Remaining Life (Years) | 5 years | 6 years | |
Intangible Assets, Gross | $ 7,746 | $ 9,432 | $ 7,746 |
Intangible Assets, Impairment | (3,903) | (1,686) | |
Accumulated Amortization | (2,379) | (1,549) | (443) |
Intangible Assets, Net Balance | $ 1,464 | $ 6,197 | $ 7,303 |
Animation and Visual Effects Technologies [Member] | |||
Intangible assets, Useful Lives (Years) | 5 years | 7 years | |
Intangible assets, Weighted Average Remaining Life (Years) | 5 years | 6 years | |
Intangible Assets, Gross | $ 6,016 | $ 6,016 | |
Intangible Assets, Impairment | (1,868) | ||
Accumulated Amortization | (1,848) | (1,203) | |
Intangible Assets, Net Balance | $ 2,300 | $ 4,813 | |
Digital Asset Library [Member] | |||
Intangible assets, Useful Lives (Years) | 5 years | ||
Intangible assets, Weighted Average Remaining Life (Years) | 5 years | 5 years 6 months | |
Intangible Assets, Gross | $ 7,536 | $ 7,505 | |
Intangible Assets, Impairment | (1,830) | ||
Accumulated Amortization | (2,185) | (1,251) | |
Intangible Assets, Net Balance | $ 3,522 | $ 6,254 | |
Digital Asset Library [Member] | Minimum [Member] | |||
Intangible assets, Useful Lives (Years) | 5 years | ||
Digital Asset Library [Member] | Maximum [Member] | |||
Intangible assets, Useful Lives (Years) | 7 years | ||
Intellectual Property [Member] | |||
Intangible assets, Useful Lives (Years) | 7 years | 7 years | |
Intangible assets, Weighted Average Remaining Life (Years) | 0 years | 6 years | |
Intangible Assets, Gross | $ 828 | $ 3,258 | |
Intangible Assets, Impairment | (574) | (2,430) | |
Accumulated Amortization | (254) | (236) | |
Intangible Assets, Net Balance | $ 592 | ||
Customer Relationships [Member] | |||
Intangible assets, Useful Lives (Years) | 2 years | 11 years | |
Intangible assets, Weighted Average Remaining Life (Years) | 1 year 6 months | 11 years | |
Intangible Assets, Gross | $ 23,678 | $ 4,482 | |
Intangible Assets, Impairment | (4,482) | ||
Accumulated Amortization | (5,920) | ||
Intangible Assets, Net Balance | $ 17,758 | ||
FuboTV Tradename [Member] | |||
Intangible assets, Useful Lives (Years) | 9 years | ||
Intangible assets, Weighted Average Remaining Life (Years) | 8 years 6 months | ||
Intangible Assets, Gross | $ 38,197 | ||
Intangible Assets, Impairment | |||
Accumulated Amortization | (2,122) | ||
Intangible Assets, Net Balance | $ 36,075 | ||
Software and Technology [Member] | |||
Intangible assets, Useful Lives (Years) | 9 years | ||
Intangible assets, Weighted Average Remaining Life (Years) | 8 years 6 months | ||
Intangible Assets, Gross | $ 181,737 | ||
Intangible Assets, Impairment | |||
Accumulated Amortization | (10,097) | ||
Intangible Assets, Net Balance | $ 171,460 |
Intangible Assets and Goodwil_7
Intangible Assets and Goodwill - Schedule of Intangible Assets Amortization Expense (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2020 | $ 9,731 | |
2021 | 38,922 | |
2022 | 30,043 | |
2023 | 27,084 | |
2024 | 27,010 | |
Thereafter | 105,650 | |
Total | $ 238,440 | $ 116,646 |
Intangible Assets and Goodwil_8
Intangible Assets and Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Balance, Beginning | $ 710,962 | $ 176,595 | $ 227,763 | $ 227,763 | |
Goodwill deconsolidated during period | (51,168) | ||||
Goodwill acquired of fuboTV Pre-Merger during period | 562,908 | ||||
Less: transfer to asset held for sale | (28,541) | ||||
Impairment expense | (148,622) | (148,622) | |||
Measurement period adjustment on the fuboTV acquisition | (68,493) | ||||
Balance, Ending | $ 493,847 | $ 710,962 | $ 176,595 | $ 493,847 |
Accounts Payable and Accrued _5
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Suppliers | $ 37,508 | |
Affiliate fees | 38,127 | |
Broadcasting and transmission | 18,726 | |
Selling and marketing | 13,998 | |
Payroll taxes (in arrears) | 50 | 1,308 |
Accrued compensation | 2,887 | 3,649 |
Legal and professional fees | 4,472 | 3,936 |
Accrued litigation loss | 524 | |
Taxes(including value added) | 9,774 | 5,953 |
Subscriber related | 2,660 | |
Other | 8,348 | 3,897 |
Total | $ 99,042 | $ 56,775 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities - Schedule of Accounts Payable and Accrued Expenses (Details) (fuboTV Inc. Pre-Merger) - USD ($) $ in Thousands | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Broadcasting and transmission | $ 18,726 | |||
Fubo TV Pre-Merger [Member] | ||||
Affiliate fees | $ 73,784 | 68,671 | $ 26,996 | |
Broadcasting and transmission | 2,019 | 3,687 | 188 | |
Selling and marketing | 131 | 2,783 | 314 | |
Sales tax | 5,793 | 5,957 | 2,192 | |
Other accrued expenses | 2,631 | 2,298 | 1,094 | |
Total accrued expenses and other current liabilities | $ 84,358 | $ 83,396 | $ 30,784 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities - Schedule of Accounts Payable and Accrued Expenses (Details) (fuboTV Inc. Pre-Merger) (10-K) - USD ($) $ in Thousands | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Broadcasting and transmission | $ 18,726 | |||
Fubo TV Pre-Merger [Member] | ||||
Affiliate fees | $ 73,784 | 68,671 | $ 26,996 | |
Broadcasting and transmission | 2,019 | 3,687 | 188 | |
Selling and marketing | 131 | 2,783 | 314 | |
Sales tax | 5,793 | 5,957 | 2,192 | |
Other accrued expenses | 2,631 | 2,298 | 1,094 | |
Total accrued expenses and other current liabilities | $ 84,358 | $ 83,396 | $ 30,784 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Income tax benefit | $ (16,071) | $ (1,028) | $ (20,589) | $ (3,234) |
Income Taxes (Details Narrati_2
Income Taxes (Details Narrative) (fuboTV Inc. Pre-Merger) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Provision for income taxes | $ (16,071) | $ (1,028) | $ (20,589) | $ (3,234) | ||||
Fubo TV Pre-Merger [Member] | ||||||||
Provision for income taxes | $ 2 | $ 2 | $ (9) | $ (2) |
Income Taxes (Details Narrati_3
Income Taxes (Details Narrative) (fuboTV Inc. Pre-Merger) (10-K) - Fubo TV Pre-Merger [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Deferred tax valuation allowance | $ 40,837 | $ 26,257 |
Federal net operating loss carryforwards | 100 | 66 |
Federal [Member] | ||
Federal net operating loss carryforwards | 375,864 | 209,813 |
Federal [Member] | Expire in 2034 [Member] | ||
Federal net operating loss carryforwards | 85,567 | |
Federal [Member] | Indefinite Life [Member] | ||
Federal net operating loss carryforwards | 290,297 | |
State [Member] | ||
Federal net operating loss carryforwards | $ 187,509 | $ 95,411 |
Income tax expiration date description | State net operating loss carryforwards in various states with varying expiration dates beginning in the year 2034. |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Taxes Benefit (Details) (fuboTV Inc. Pre-Merger) (10-K) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Total tax provision (benefit) | $ 16,071 | $ 1,028 | $ 20,589 | $ 3,234 | ||||
Fubo TV Pre-Merger [Member] | ||||||||
Income tax provision at federal statutory rate | $ (36,475) | $ (27,155) | ||||||
State income taxes, net of federal benefit | 7 | 12 | ||||||
Other non-deductible expense | 276 | 309 | ||||||
Change in valuation allowance | 36,205 | 26,836 | ||||||
Foreign rate differential | (4) | (4) | ||||||
Law changes (federal effect) | ||||||||
Total tax provision (benefit) | $ (2) | $ (2) | $ 9 | $ 2 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Beginning balance | $ 90,794 | $ 28,679 | $ 30,879 |
Acquisition of fuboTV Pre-Merger | 65,613 | ||
Income tax benefit (associated with the amortization of intangible assets) | (16,071) | (3,498) | (1,038) |
Deconsolidation of Nexway | (1,162) | ||
Measurement period adjustment | (65,295) | ||
Ending balance | $ 9,428 | $ 90,794 | $ 28,679 |
Income Taxes - Schedule of De_2
Income Taxes - Schedule of Deferred Tax Assets (Details) (fuboTV Inc. Pre-Merger) (10-K) - Fubo TV Pre-Merger [Member] - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Net operating loss carryforwards | $ 88,759 | $ 49,307 |
Accruals and deferrals | 1,864 | 943 |
Stock based compensation | 102 | 57 |
Interest expense limitation | 432 | |
Other | 6 | |
Total deferred tax assets | 91,163 | 50,307 |
Valuation allowance | (91,144) | (50,190) |
Property and equipment | (19) | (117) |
Total deferred tax liabilities | (19) | (117) |
Net deferred tax assets |
Related Parties (Details Narrat
Related Parties (Details Narrative) - USD ($) $ in Thousands | Aug. 03, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Sep. 13, 2020 | Aug. 08, 2018 |
Related parties expenses | $ 37,000 | $ 0 | $ 60,100 | $ 0 | ||||
Proceeds from debt | $ 300 | |||||||
Note payable due to related parties | 35 | 35 | ||||||
Debt interest rate | 4.00% | |||||||
Accrued interest | $ 600 | $ 600 | $ 300 | |||||
Debt extended maturity date | Dec. 31, 2020 | |||||||
John Textor [Member] | ||||||||
Note payable due to related parties | $ 172 | |||||||
Debt interest rate | 18.00% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) (fuboTV Inc. Pre-Merger) - Fubo TV Pre-Merger [Member] - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Subscriber related party expenses | $ 24,111,000 | $ 11,074,000 | $ 53,310,000 | $ 38,666,000 |
Due to related parties payable | $ 48,920,000 | $ 33,264,000 |
Related Party Transactions (D_2
Related Party Transactions (Details Narrative) (fuboTV Inc. Pre-Merger) (10-K) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Fubo TV Pre-Merger [Member] | ||||
Subscriber related expenses for related parties | $ 24,111 | $ 11,074 | $ 53,310 | $ 38,666 |
Related Parties - Schedule of A
Related Parties - Schedule of Amount Owed to Related Parties (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Due to related parties | $ 85,847 | $ 665 |
Affiliate Fees [Member] | ||
Due to related parties | 85,116 | |
Alexander Bafer, Former Executive Chairman [Member] | ||
Due to related parties | 458 | 20 |
John Textor, Former Chief Executive Officer and Affiliated Companies [Member] | ||
Due to related parties | 264 | 592 |
Other [Member] | ||
Due to related parties | $ 9 | $ 53 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | May 14, 2021 | Oct. 02, 2020 | Jul. 16, 2020 | Jul. 03, 2020 | May 15, 2020 | May 11, 2020 | Apr. 23, 2020 | Apr. 21, 2020 | Apr. 02, 2020 | Mar. 19, 2020 | Feb. 17, 2020 | Apr. 02, 2018 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Sep. 29, 2020 | Sep. 13, 2020 | Jul. 04, 2020 | Jun. 15, 2020 | Apr. 28, 2020 | Apr. 30, 2018 |
Debt interest rate | 4.00% | ||||||||||||||||||||||||||
Accrued interest | $ 600 | $ 600 | $ 300 | ||||||||||||||||||||||||
Loss on extinguishment of debt | 1,321 | (9,827) | |||||||||||||||||||||||||
Warrants exercise price per share | $ 9 | $ 7.74 | $ 3.06 | ||||||||||||||||||||||||
Fair value of warrants | (831) | (3) | (4,432) | ||||||||||||||||||||||||
Value of common stock shares issued | 20,000 | $ 2,297 | $ 717 | $ 422 | $ 1,778 | ||||||||||||||||||||||
Loss on issuance of notes, bonds and warrants | (13,507) | ||||||||||||||||||||||||||
Convertible note, value | $ 400 | $ 1,100,000 | 259 | ||||||||||||||||||||||||
Repayment of notes | 1,600 | ||||||||||||||||||||||||||
Note Purchase Agreement [Member] | |||||||||||||||||||||||||||
Number of common stock issued, shares | 900,000 | ||||||||||||||||||||||||||
Share issued price per share | $ 8.35 | $ 10 | |||||||||||||||||||||||||
Value of common stock shares issued | $ 7,500 | ||||||||||||||||||||||||||
Convertible note, value | 1,700 | ||||||||||||||||||||||||||
Repayment of notes | $ 10,100 | ||||||||||||||||||||||||||
Amendment to Note Purchase Agreement [Member] | |||||||||||||||||||||||||||
Sale of common stock, shares | 900,000 | ||||||||||||||||||||||||||
Equity Financing Company [Member] | |||||||||||||||||||||||||||
Proceeds from loans | 50,000 | ||||||||||||||||||||||||||
Term loan outstanding | $ 1,600 | ||||||||||||||||||||||||||
Remeasurement USD [Member] | |||||||||||||||||||||||||||
Loss on extinguishment of debt | 1,000 | ||||||||||||||||||||||||||
Senior Secured Promissory Notes [Member] | Note Purchase Agreement [Member] | |||||||||||||||||||||||||||
Debt face amount | $ 10,100 | ||||||||||||||||||||||||||
Debt interest rate | 17.39% | ||||||||||||||||||||||||||
Proceeds from notes payable | $ 7,400 | ||||||||||||||||||||||||||
Original issue discount | 2,700 | ||||||||||||||||||||||||||
Loss on issuance of notes, bonds and warrants | $ 12,900 | ||||||||||||||||||||||||||
FB Loan [Member] | Note Purchase Agreement [Member] | |||||||||||||||||||||||||||
Warrants to purchase common stock | 3,269,231 | ||||||||||||||||||||||||||
Warrants exercise price per share | $ 5 | ||||||||||||||||||||||||||
Number of common stock issued, shares | 900,000 | 900,000 | |||||||||||||||||||||||||
Fair value of warrants | $ 15,600 | ||||||||||||||||||||||||||
Share issued price per share | $ 8.15 | $ 10 | |||||||||||||||||||||||||
Value of common stock shares issued | $ 7,300 | $ 9,100 | |||||||||||||||||||||||||
Sale of capital stock for consideration | $ 7,500 | ||||||||||||||||||||||||||
Debt financing percentage | 100.00% | ||||||||||||||||||||||||||
Forgiveness Loan [Member] | Paycheck Protection Program Loan [Member] | SBA [Member] | |||||||||||||||||||||||||||
Debt face amount | $ 4,700 | $ 4,700 | |||||||||||||||||||||||||
Debt interest rate | 1.00% | 1.00% | |||||||||||||||||||||||||
Within Twelve Months [Member] | Paycheck Protection Program Loan [Member] | SBA [Member] | |||||||||||||||||||||||||||
Long-term borrwings | $ 1,900 | $ 1,900 | |||||||||||||||||||||||||
Long-term borrowings - current portion | 2,800 | 2,800 | |||||||||||||||||||||||||
FBNK Finance SarL [Member] | |||||||||||||||||||||||||||
Debt face amount | $ 56,100 | ||||||||||||||||||||||||||
Debt interest rate | 4.50% | ||||||||||||||||||||||||||
Debt instrument, maturity date | Feb. 15, 2023 | ||||||||||||||||||||||||||
Debt instrument nominal, shares | 5,000 | ||||||||||||||||||||||||||
Debt instrument redemption rate | 100.00% | ||||||||||||||||||||||||||
Loss on extinguishment of debt | 11,100 | ||||||||||||||||||||||||||
FBNK Finance SarL [Member] | EUR [Member] | |||||||||||||||||||||||||||
Debt face amount | $ 50,000 | ||||||||||||||||||||||||||
Debt instrument nominal value | $ 10,000 | ||||||||||||||||||||||||||
Facebank AG and Nexway [Member] | |||||||||||||||||||||||||||
Sale of investment | 56,100 | ||||||||||||||||||||||||||
Fundigo LLC [Member] | Revenue Participation Agreement [Member ] | Purchase Price [Member] | |||||||||||||||||||||||||||
Debt face amount | $ 10,000 | ||||||||||||||||||||||||||
Debt interest rate | 145.00% | ||||||||||||||||||||||||||
Proceeds from loans | $ 9,500 | ||||||||||||||||||||||||||
Original issue discount | 500 | ||||||||||||||||||||||||||
Fundigo LLC [Member] | Revenue Participation Agreement [Member ] | Revenue Purchased Amount [Member] | |||||||||||||||||||||||||||
Debt face amount | $ 13,000 | $ 12,000 | |||||||||||||||||||||||||
Repayment of notes | $ 14,500 | ||||||||||||||||||||||||||
Fundigo LLC [Member] | Provision Agreement [Member] | Revenue Purchased Amount [Member] | |||||||||||||||||||||||||||
Accrued interest | 3,100 | 3,100 | |||||||||||||||||||||||||
Century Venture SA [Member] | Loan Agreement [Member] | |||||||||||||||||||||||||||
Debt interest rate | 8.00% | ||||||||||||||||||||||||||
Repayment of notes | $ 1,600 | ||||||||||||||||||||||||||
Working capital | $ 1,600 | ||||||||||||||||||||||||||
Access Road Capital LLC [Member] | Access Road Credit Agreement [Member] | |||||||||||||||||||||||||||
Debt face amount | $ 10,000 | ||||||||||||||||||||||||||
Debt interest rate | 1.30% | ||||||||||||||||||||||||||
Debt instrument, maturity date | Jul. 16, 2023 | ||||||||||||||||||||||||||
Secured Term Loan [Member] | AMC Networks Ventures, LLC [Member] | |||||||||||||||||||||||||||
Debt face amount | $ 25,000 | ||||||||||||||||||||||||||
Proceeds from loans | $ 23,800 | ||||||||||||||||||||||||||
Proceeds from notes payable | 2,500 | ||||||||||||||||||||||||||
Term loan outstanding | $ 21,300 | ||||||||||||||||||||||||||
Debt instrument, maturity date | Apr. 6, 2023 | ||||||||||||||||||||||||||
Secured Term Loan [Member] | London Interbank Offered Rate [Member] | |||||||||||||||||||||||||||
Debt interest rate | 5.25% | ||||||||||||||||||||||||||
Note Payable [Member] | Evolution AI Corporation [Member] | |||||||||||||||||||||||||||
Debt face amount | $ 2,700 | ||||||||||||||||||||||||||
Debt interest rate | 10.00% | ||||||||||||||||||||||||||
Debt instrument, maturity date | Oct. 1, 2018 | ||||||||||||||||||||||||||
Accrued interest | $ 1,600 | ||||||||||||||||||||||||||
Number of shares acquired | 15,000,000 | ||||||||||||||||||||||||||
Note Payable [Member] | Evolution AI Corporation [Member] | Series X Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||
Conversion of Convertible Preferred Stock | 10,000,000 | ||||||||||||||||||||||||||
Interest And Penalties [Member] | Evolution AI Corporation [Member] | |||||||||||||||||||||||||||
Accrued interest | 4,400 | $ 4,400 | |||||||||||||||||||||||||
Notes payable, net of discount | $ 4,400 | $ 4,400 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Sep. 25, 2020 | Aug. 29, 2020 | May 11, 2020 | Apr. 23, 2020 | Apr. 02, 2020 | Mar. 19, 2020 | Sep. 30, 2020 | Sep. 29, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | May 25, 2020 |
Profits Share Liability Change in fair value | $ 100 | ||||||||||||
Reclassified of warrant liabilities to additional paid in capital | $ 13,500 | ||||||||||||
Change in fair value of subsidiary warrant liability | (3) | ||||||||||||
Number of warrants issued | 55,172 | 142,118 | 217,357 | ||||||||||
Convertible note, value | $ 400 | $ 1,100,000 | 259 | ||||||||||
Convertible Notes [Member] | |||||||||||||
Fair value of the warrant liability at grant date | $ 1,500 | 1,800 | |||||||||||
Monte Carlo [Member] | |||||||||||||
Fair value of the warrant liability at grant date | 4,400 | 14,800 | |||||||||||
ARETE Wealth Management [Member] | |||||||||||||
Reclassified of warrant liabilities to additional paid in capital | $ 15,000 | ||||||||||||
Fair value of the warrant liability at grant date | 400 | $ 700 | |||||||||||
Warrant purchase | 275,000 | ||||||||||||
Maximum [Member] | |||||||||||||
Warrant strike price | $ 5 | ||||||||||||
Minimum [Member] | |||||||||||||
Warrant strike price | $ 2.75 | ||||||||||||
Note Purchase Agreement [Member] | |||||||||||||
Number of common stock issued, shares | 900,000 | ||||||||||||
Convertible note, value | $ 1,700 | ||||||||||||
Note Purchase Agreement [Member] | FB Loan [Member] | |||||||||||||
Change in fair value of subsidiary warrant liability | 100 | 5,500 | |||||||||||
Number of common stock issued, shares | 900,000 | 900,000 | |||||||||||
Warrant purchase | 3,269,231 | ||||||||||||
Purchase Agreement [Member] | |||||||||||||
Reclassified of warrant liabilities to additional paid in capital | 12,000 | ||||||||||||
Purchase Agreement [Member] | Investors [Member] | |||||||||||||
Number of common stock issued, shares | 3,735,922 | ||||||||||||
Purchase Agreement [Member] | Investors [Member] | Warrants [Member] | |||||||||||||
Number of common stock issued, shares | 1,843,726 | 3,735,922 | |||||||||||
Purchase Agreements Investors [Member] | |||||||||||||
Fair value of the warrant liability at grant date | $ 1,300 | $ 1,300 | |||||||||||
Number of common stock issued, shares | 1,843,726 | ||||||||||||
Purchase Agreements Investors [Member] | Monte Carlo [Member] | |||||||||||||
Fair value of the warrant liability at grant date | $ 5,500 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details Narrative) (fuboTV Inc. Pre-Merger) (10-K) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Mar. 31, 2019 | Feb. 28, 2019 | Feb. 28, 2018 | Jan. 31, 2018 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Repayment of notes | $ 1,600 | |||||||||||
Change in fair value of derivative liability | $ 101 | $ (1) | $ (426) | $ 1,017 | ||||||||
Fubo TV Pre-Merger [Member] | ||||||||||||
Issued and sold principal amount of convertible notes | $ 16,150 | $ 16,150 | $ 3,050 | $ 3,050 | $ 16,150 | $ 3,050 | ||||||
Repayment of notes | $ 5,000 | $ 1,250 | $ 5,000 | 5,000 | ||||||||
Issuance of convertible notes derivatives | 2,120 | 574 | ||||||||||
Change in fair value of derivative liability | (4,697) | |||||||||||
Fubo TV Pre-Merger [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||||||||
Issuance of convertible notes derivatives | 2,120 | 2,120 | 574 | |||||||||
Change in fair value of derivative liability | $ 1,074 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Total Financial Assets at Fair Value | $ 1,965 | |
Convertible notes | 1,203 | |
Profit share liability | 1,971 | |
Derivative liability | 376 | |
Warrant liability - subsidiary | $ 21 | 24 |
Warrant Liability | 28,085 | 24 |
Total Financial Liabilities at Fair Value | 3,574 | |
Financial Assets Fair Value [Member] | ||
Total Financial Assets at Fair Value | 1,965 | |
Level 1 [Member] | ||
Total Financial Assets at Fair Value | ||
Convertible notes | ||
Profit share liability | ||
Derivative liability | ||
Warrant liability - subsidiary | ||
Warrant Liability | ||
Total Financial Liabilities at Fair Value | ||
Level 1 [Member] | Financial Assets Fair Value [Member] | ||
Total Financial Assets at Fair Value | ||
Level 2 [Member] | ||
Total Financial Assets at Fair Value | 1,965 | |
Convertible notes | ||
Profit share liability | ||
Derivative liability | ||
Warrant liability - subsidiary | ||
Warrant Liability | ||
Total Financial Liabilities at Fair Value | ||
Level 2 [Member] | Financial Assets Fair Value [Member] | ||
Total Financial Assets at Fair Value | 1,965 | |
Level 3 [Member] | ||
Total Financial Assets at Fair Value | ||
Convertible notes | 1,203 | |
Profit share liability | 2,119 | 1,971 |
Derivative liability | 376 | |
Warrant liability - subsidiary | 21 | 24 |
Warrant Liability | 28,065 | |
Total Financial Liabilities at Fair Value | $ 30,205 | 3,574 |
Level 3 [Member] | Financial Assets Fair Value [Member] | ||
Total Financial Assets at Fair Value |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis (Details) (fuboTV Inc. Pre-Merger) (10-K) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Total financial liabilities | $ 3,574 | ||||
Fair Value, Inputs, Level 1 [Member] | |||||
Total financial liabilities | |||||
Fair Value, Inputs, Level 2 [Member] | |||||
Total financial liabilities | |||||
Fair Value, Inputs, Level 3 [Member] | |||||
Total financial liabilities | $ 30,205 | 3,574 | |||
Fubo TV Pre-Merger [Member] | |||||
Fair value of convertible note derivatives liability | |||||
Total financial liabilities | |||||
Fubo TV Pre-Merger [Member] | Fair Value, Inputs, Level 1 [Member] | |||||
Fair value of convertible note derivatives liability | |||||
Total financial liabilities | |||||
Fubo TV Pre-Merger [Member] | Fair Value, Inputs, Level 2 [Member] | |||||
Fair value of convertible note derivatives liability | |||||
Total financial liabilities | |||||
Fubo TV Pre-Merger [Member] | Fair Value, Inputs, Level 3 [Member] | |||||
Fair value of convertible note derivatives liability | |||||
Total financial liabilities | $ 4,123 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Liability for Derivatives and Warrants (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | ||||
Fair Values of Derivatives, Convertible Notes at beginning | $ 1,203 | |||
Fair Values of Derivatives, Convertible Notes Change in fair value | (206) | |||
Fair Values of Derivatives, Convertible Notes Additions | 3,583 | |||
Fair Values of Derivatives, Convertible Notes Redemptions | (4,580) | |||
Fair Values of Derivatives, Reclassification of warrant liabilities | ||||
Fair Values of Derivatives, Convertible Notes at end | ||||
Fair Values of Warrant Liability subsidiary at beginning | 24 | |||
Fair Values of Warrant Liability subsidiary Change in fair value | (3) | |||
Fair Values of Warrant Liability subsidiary Additions | ||||
Fair Values of Warrant Liability subsidiary Redemptions | ||||
Fair Values of Warrant Liability subsidiary Reclassification of warrant liabilities | ||||
Fair Values of Warrant Liability subsidiary at end | 21 | 21 | ||
Profits Interests Sold at beginning | 1,971 | |||
Profits Interests Sold Change in fair value | 148 | |||
Profits Interests Sold Additions | ||||
Profits Interests Sold Redemptions | ||||
Profits Interests Sold Reclassification of warrant liabilities | ||||
Profits Interests Sold at end | 2,119 | 2,119 | ||
Warrant Liability, at beginning | 24 | |||
Warrant Liability, Change in fair value | (4,543) | (9,143) | ||
Warrant Liability, Additions | 50,743 | |||
Warrant Liability, Redemptions | ||||
Warrant Liability, Reclassification of warrant liabilities | (13,535) | |||
Warrant Liability, at end | 28,085 | 28,085 | ||
Embedded Put Option, at beginning | 376 | |||
Embedded Put Option, Change in fair value | (220) | |||
Embedded Put Option, Additions | 172 | |||
Embedded Put Option, Redemptions | (328) | |||
Embedded Put Option, Reclassification of warrant liabilities | ||||
Embedded Put Option, at end |
Fair Value Measurements - Sch_4
Fair Value Measurements - Schedule of Warrant Liabilities, Change In Using Black Scholes to Monte Carlo Simulation Assumptions (Details) | Sep. 30, 2020Integer$ / shares | Sep. 29, 2020$ / shares | Apr. 23, 2020$ / shares | Apr. 02, 2020$ / shares |
Exercise Price | $ / shares | $ 3.06 | $ 9 | $ 7.74 | |
Fair value assumption, warrant Contractual term (years) | 3 years | 5 years | ||
Warrant Liability [Member] | ||||
Fair value of underlying common shares | $ / shares | $ 9 | |||
Exercise Price | $ / shares | $ 2.75 | |||
Warrant Liability [Member] | Expected Dividend Yield [Member] | ||||
Fair value of warrant liability, measurement input, percentage | ||||
Warrant Liability [Member] | Expected Volatility [Member] | ||||
Fair value of warrant liability, measurement input, percentage | 50.7 | |||
Warrant Liability [Member] | Risk Free Rate [Member] | ||||
Fair value of warrant liability, measurement input, percentage | 0.22 | |||
Warrant Liability [Member] | Contractual Term (Years) [Member] | ||||
Fair value assumption, warrant Contractual term (years) | 4 years 5 months 16 days | |||
Purchase Agreements Investors [Member] | ||||
Fair value of underlying common shares | $ / shares | $ 9 | |||
Exercise Price | $ / shares | 7 | |||
Purchase Agreements Investors [Member] | Monte Carlo [Member] | ||||
Fair value of underlying common shares | $ / shares | 9 | |||
Exercise Price | $ / shares | $ 9.25 | |||
Purchase Agreements Investors [Member] | Expected Dividend Yield [Member] | ||||
Fair value of warrant liability, measurement input, percentage | ||||
Purchase Agreements Investors [Member] | Expected Dividend Yield [Member] | Monte Carlo [Member] | ||||
Fair value of warrant liability, measurement input, percentage | ||||
Purchase Agreements Investors [Member] | Expected Volatility [Member] | Minimum [Member] | ||||
Fair value of warrant liability, measurement input, percentage | 73.6 | |||
Purchase Agreements Investors [Member] | Expected Volatility [Member] | Minimum [Member] | Monte Carlo [Member] | ||||
Fair value of warrant liability, measurement input, percentage | 69.7 | |||
Purchase Agreements Investors [Member] | Expected Volatility [Member] | Maximum [Member] | ||||
Fair value of warrant liability, measurement input, percentage | 74.3 | |||
Purchase Agreements Investors [Member] | Expected Volatility [Member] | Maximum [Member] | Monte Carlo [Member] | ||||
Fair value of warrant liability, measurement input, percentage | 71.2 | |||
Purchase Agreements Investors [Member] | Risk Free Rate [Member] | ||||
Fair value of warrant liability, measurement input, percentage | 0.12 | |||
Purchase Agreements Investors [Member] | Risk Free Rate [Member] | Monte Carlo [Member] | ||||
Fair value of warrant liability, measurement input, percentage | 0.12 | |||
Purchase Agreements Investors [Member] | Contractual Term (Years) [Member] | Minimum [Member] | ||||
Fair value assumption, warrant Contractual term (years) | 1 year 1 month 13 days | |||
Purchase Agreements Investors [Member] | Contractual Term (Years) [Member] | Minimum [Member] | Monte Carlo [Member] | ||||
Fair value assumption, warrant Contractual term (years) | 1 year 4 months 20 days | |||
Purchase Agreements Investors [Member] | Contractual Term (Years) [Member] | Maximum [Member] | ||||
Fair value assumption, warrant Contractual term (years) | 1 year 2 months 8 days | |||
Purchase Agreements Investors [Member] | Contractual Term (Years) [Member] | Maximum [Member] | Monte Carlo [Member] | ||||
Fair value assumption, warrant Contractual term (years) | 1 year 5 months 27 days | |||
ARETE Wealth Management [Member] | ||||
Fair value of underlying common shares | $ / shares | $ 9 | |||
Exercise Price | $ / shares | $ 5 | |||
ARETE Wealth Management [Member] | Expected Dividend Yield [Member] | ||||
Fair value of warrant liability, measurement input, percentage | ||||
ARETE Wealth Management [Member] | Expected Volatility [Member] | ||||
Fair value of warrant liability, measurement input, percentage | 60 | |||
ARETE Wealth Management [Member] | Risk Free Rate [Member] | ||||
Fair value of warrant liability, measurement input, percentage | 0.27 | |||
ARETE Wealth Management [Member] | Contractual Term (Years) [Member] | ||||
Fair value assumption, warrant Contractual term (years) | 4 years 7 months 6 days |
Fair Value Measurements - Sch_5
Fair Value Measurements - Schedule of Changes in Fair Value of Financial Liabilities (Details) (fuboTV Inc. Pre-Merger) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Beginning balance | $ 3,574 | $ 3,574 | ||||||
Change in fair value of Level 3 liabilities | $ 101 | $ (1) | (426) | $ 1,017 | ||||
Ending balance | $ 3,574 | |||||||
Level 3 [Member] | ||||||||
Beginning balance | 3,574 | 3,574 | ||||||
Ending balance | $ 30,205 | 30,205 | 3,574 | |||||
Fubo TV Pre-Merger [Member] | ||||||||
Beginning balance | ||||||||
Issuance of convertible notes derivatives | 2,120 | $ 574 | ||||||
Change in fair value of Level 3 liabilities | (4,697) | |||||||
Ending balance | ||||||||
Fubo TV Pre-Merger [Member] | Level 3 [Member] | ||||||||
Beginning balance | 4,123 | |||||||
Issuance of convertible notes derivatives | 2,120 | 2,120 | 574 | |||||
Change in fair value of Level 3 liabilities | 1,074 | |||||||
Settlement of convertible notes | (2,120) | (2,120) | (5,771) | |||||
Ending balance |
Fair Value Measurements - Sch_6
Fair Value Measurements - Schedule of Changes in Fair Value of Financial Liabilities (Details) (fuboTV Inc. Pre-Merger) (10-K) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Beginning balance | $ 3,574 | $ 3,574 | ||||||
Change in fair value of Level 3 liabilities | $ 101 | $ (1) | (426) | $ 1,017 | ||||
Ending balance | $ 3,574 | |||||||
Fair Value, Inputs, Level 3 [Member] | ||||||||
Beginning balance | 3,574 | 3,574 | ||||||
Ending balance | $ 30,205 | 30,205 | 3,574 | |||||
Fubo TV Pre-Merger [Member] | ||||||||
Beginning balance | ||||||||
Issuance of convertible notes derivatives | 2,120 | $ 574 | ||||||
Change in fair value of Level 3 liabilities | (4,697) | |||||||
Ending balance | ||||||||
Fubo TV Pre-Merger [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||||
Beginning balance | 4,123 | |||||||
Issuance of convertible notes derivatives | 2,120 | 2,120 | 574 | |||||
Change in fair value of Level 3 liabilities | 1,074 | |||||||
Settlement of convertible notes | (2,120) | (2,120) | (5,771) | |||||
Ending balance |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||||
Convertible notes outstanding | $ 1,358 | |||
Repayment of convertible notes payable | 2,800 | 3,913 | $ 523 | |
Interest expense | $ 900 | $ 900 |
Temporary Equity (Details Narra
Temporary Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Mar. 06, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Proceeds from the issuance of Series D Preferred Stock | $ 203 | $ 450 | ||
Series D Convertible Preferred stock, shares outstanding | 0 | 461,839 | ||
Series D Convertible Preferred Stock [Member] | ||||
Cumulative cash dividend rate | 8.00% | |||
Dividend price per share | $ 1 | |||
Cash dividend, description | Holders of shares of the Series D Preferred Stock were entitled to receive, cumulative cash dividends at the rate of 8% on $1.00 per share of the Series D Preferred Stock per annum (equivalent to $0.08 per annum per share), subject to adjustment. | |||
Trading price, price limit to be classified as temporary equity | $ 0.35 | |||
Preferred stock, increased par value | $ 1.29 | |||
Bifurcated redemption feature recognized | $ 200 | |||
Stock Purchase Agreement [Member] | Series D Convertible Preferred Stock [Member] | ||||
Temporary equity, number of shares to be issued | 203,000 | |||
Proceeds from the issuance of Series D Preferred Stock | $ 203 | |||
Series D Convertible Preferred stock, shares outstanding | 682,000 | |||
Temporary equity, number of shares redeemed | 659,000 | |||
Number of shares exchanged, value | $ 900 |
Temporary Equity - Schedule of
Temporary Equity - Schedule of Temporary Equity (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($)shares | |
Total temporary equity, beginning balance | $ | $ 462 |
Total temporary equity, shares, beginning balance | shares | 461,839 |
Total temporary equity, ending balance | $ | |
Total temporary equity, shares, ending balance | shares | 0 |
Series D Preferred Stock [Member] | |
Total temporary equity, beginning balance | $ | $ 462 |
Total temporary equity, shares, beginning balance | shares | 461,839 |
Issuance of Series D convertible preferred stock for cash | $ | $ 203 |
Issuance of Series D convertible preferred stock for cash, shares | shares | 203,000 |
Offering cost related to issuance of Series D convertible preferred stock | $ | $ (3) |
Offering cost related to issuance of Series D convertible preferred stock, shares | shares | |
Deemed dividends related to immediate accretion of offering cost | $ | $ 3 |
Deemed dividends related to immediate accretion of offering cost, shares | shares | |
Accrued Series D preferred stock dividends | $ | $ 17 |
Accrued Series D preferred stock dividends, shares | shares | 17,198 |
Bifurcated redemption feature of Series D convertible preferred stock | $ | $ (171) |
Bifurcated redemption feature of Series D convertible preferred stock, shares | shares | |
Deemed dividends related to immediate accretion of bifurcated redemption feature of Series D convertible preferred stock | $ | $ 171 |
Deemed dividends related to immediate accretion of bifurcated redemption feature of Series D convertible preferred stock, shares | shares | |
Redemption of Series D preferred stock (including accrued dividends) | $ | $ (682) |
Redemption of Series D preferred stock (including accrued dividends), shares | shares | (682,037) |
Total temporary equity, ending balance | $ | |
Total temporary equity, shares, ending balance | shares |
Temporary Equity - Schedule o_2
Temporary Equity - Schedule of Redemption of Preferred Stock Issued (Details) - Series D Preferred Stock [Member] $ / shares in Units, $ in Thousands | Mar. 06, 2020USD ($)$ / sharesshares |
Series D preferred stock issued | shares | 659,000 |
Per share value | $ / shares | $ 1 |
Series D preferred stock value | $ 659 |
Accrued dividends | 23 |
Preferred stock redemption gross | $ 682 |
Redemption percentage | 1.29% |
Total | $ 880 |
Stockholders' Equity_ (Deficit)
Stockholders' Equity/ (Deficit) (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Oct. 08, 2020 | Aug. 28, 2020 | Jul. 10, 2020 | Jul. 02, 2020 | Apr. 23, 2020 | Apr. 02, 2020 | Apr. 02, 2020 | Mar. 20, 2020 | Mar. 19, 2020 | Feb. 20, 2020 | Jan. 02, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 29, 2020 | Jun. 08, 2020 | May 25, 2020 | Apr. 28, 2020 |
Reserved for issuance to certain shareholders | 713,215 | ||||||||||||||||||||||
Value of common stock shares issued | $ 20,000 | $ 2,297 | $ 717 | $ 422 | $ 1,778 | ||||||||||||||||||
Shares issued during period for services, value | 101 | ||||||||||||||||||||||
Stock options exercised, value | 324 | ||||||||||||||||||||||
Stock-based compensation expense | 6,300 | 24,100 | |||||||||||||||||||||
Stock options exercised, shares | 226,740 | ||||||||||||||||||||||
Term of granted options | 7 years 3 months 19 days | ||||||||||||||||||||||
Unrecognized stock-based compensation expense | 50,600 | $ 50,600 | |||||||||||||||||||||
Options recognization period | 3 years 1 month 6 days | ||||||||||||||||||||||
Fair value of warrants | (831) | $ (3) | (4,432) | ||||||||||||||||||||
Number of warrants issued | 55,172 | 142,118 | 142,118 | 217,357 | |||||||||||||||||||
Convertible note, value | $ 400 | $ 1,100,000 | $ 259 | ||||||||||||||||||||
Warrant exercise price, per share | $ 9 | $ 7.74 | $ 7.74 | $ 3.06 | |||||||||||||||||||
Warrant term | 3 years | 5 years | 5 years | ||||||||||||||||||||
Common stock warrants | 359,475 | ||||||||||||||||||||||
2014 Equity Incentive Stock Plan [Member] | |||||||||||||||||||||||
Options granted | 16,667 | ||||||||||||||||||||||
Stock option, exercise price | $ 1.32 | ||||||||||||||||||||||
Term of granted options | 10 years | ||||||||||||||||||||||
Number of stock options issued and outstanding | 8,051,098 | ||||||||||||||||||||||
2020 Equity Incentive Stock Plan [Member] | |||||||||||||||||||||||
Options granted | 19,000,000 | 12,116,646 | |||||||||||||||||||||
Market and Service Condition Based Options [Member] | |||||||||||||||||||||||
Options granted | 3,078,297 | ||||||||||||||||||||||
Note Purchase Agreement [Member] | |||||||||||||||||||||||
Value of common stock shares issued | $ 7,500 | ||||||||||||||||||||||
Issuance of common stock shares for cash | 900,000 | ||||||||||||||||||||||
Share issued price per share | $ 8.35 | $ 10 | |||||||||||||||||||||
Convertible note, value | $ 1,700 | ||||||||||||||||||||||
Note Purchase Agreement [Member] | FB Loan [Member] | |||||||||||||||||||||||
Value of common stock shares issued | $ 7,300 | $ 9,100 | |||||||||||||||||||||
Issuance of common stock shares for cash | 900,000 | 900,000 | |||||||||||||||||||||
Share issued price per share | $ 8.15 | $ 10 | |||||||||||||||||||||
Fair value of warrants | $ 15,600 | ||||||||||||||||||||||
Warrant exercise price, per share | $ 5 | ||||||||||||||||||||||
Joint Business Development Agreement [Member] | Restricted Common Stock [Member] | |||||||||||||||||||||||
Shares issued during period for services, shares | 200,000 | ||||||||||||||||||||||
Shares issued during period for services, value | $ 1,800 | ||||||||||||||||||||||
Digital Likeness Development Agreement [Member] | |||||||||||||||||||||||
Shares issued during period for services, shares | 62,500 | ||||||||||||||||||||||
Shares issued during period for services, value | $ 600 | ||||||||||||||||||||||
Share Purchase Agreement [Member] | |||||||||||||||||||||||
Gain on transaction recognized | 7,600 | ||||||||||||||||||||||
Mayweather Agreement [Member] | |||||||||||||||||||||||
Options granted | 280,000 | ||||||||||||||||||||||
Fair value of stock options granted | $ 1,031 | ||||||||||||||||||||||
Stock option, exercise price | $ 7.20 | ||||||||||||||||||||||
Term of granted options | 5 years | ||||||||||||||||||||||
Stock option expiration date | Dec. 21, 2024 | ||||||||||||||||||||||
Purchase Agreements [Member] | |||||||||||||||||||||||
Number of warrants issued | 3,735,922 | ||||||||||||||||||||||
Warrant exercise price, per share | $ 7 | ||||||||||||||||||||||
Warrant term | 1 year 6 months | ||||||||||||||||||||||
August 20, 2020 and September 29, 2020 [Member] | |||||||||||||||||||||||
Number of warrants issued | 1,843,726 | ||||||||||||||||||||||
Warrant exercise price, per share | $ 9.25 | ||||||||||||||||||||||
Warrant term | 1 year 6 months | ||||||||||||||||||||||
C2A2 Corp, AG Ltd, Aston Fallen [Member] | Share Purchase Agreement [Member] | |||||||||||||||||||||||
Issuance of common stock shares for cash | 1,200,000 | ||||||||||||||||||||||
Share issued price per share | $ 0.0001 | ||||||||||||||||||||||
Number of shares acquired, during period | 1,000 | ||||||||||||||||||||||
Number of shares redeemed | 3,633,114 | ||||||||||||||||||||||
Number of shares exchanged | 4,833,114 | ||||||||||||||||||||||
Common stock redemption, price per share | $ 0.0001 | ||||||||||||||||||||||
ARETE Wealth Management [Member] | |||||||||||||||||||||||
Number of warrants issued | 275,000 | ||||||||||||||||||||||
Warrant exercise price, per share | $ 5 | ||||||||||||||||||||||
Issuance of Common Stock for Cash [Member] | Credit Suisse Capital LLC [Member] | |||||||||||||||||||||||
Value of common stock shares issued | $ 20,000 | ||||||||||||||||||||||
Issuance of common stock shares for cash | 2,162,163 | ||||||||||||||||||||||
Share issued price per share | $ 9.25 | ||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||
Value of common stock shares issued | |||||||||||||||||||||||
Issuance of common stock shares for cash | 2,162,163 | 795,593 | 217,271 | 386,792 | 378,098 | ||||||||||||||||||
Shares issued during period for services, shares | 15,009 | ||||||||||||||||||||||
Shares issued during period for services, value | |||||||||||||||||||||||
Options granted | 15,000 | 343,789 | 1,040,000 | ||||||||||||||||||||
Stock options exercised, value | |||||||||||||||||||||||
Stock options exercised, shares | 226,740 | ||||||||||||||||||||||
Common Stock [Member] | Pulse Evolution Corporation [Member] | |||||||||||||||||||||||
Value of common stock shares issued | $ 2,753,819 | ||||||||||||||||||||||
Common stock issued in exchange for subsidiary shares | 17,950,055 | ||||||||||||||||||||||
Reduction of noncontrolling interest | $ 2,000 | ||||||||||||||||||||||
Consulting Services [Member] | |||||||||||||||||||||||
Shares issued during period for services, shares | 275,000 | ||||||||||||||||||||||
Shares issued during period for services, value | $ 2,300 | ||||||||||||||||||||||
Consulting Services One [Member] | |||||||||||||||||||||||
Shares issued during period for services, shares | 343,789 | 2,500 | |||||||||||||||||||||
Shares issued during period for services, value | $ 3,100 | $ 26 | |||||||||||||||||||||
Issuance of Common Stock for Exercise of Stock Options [Member] | |||||||||||||||||||||||
Share issued price per share | $ 1.43 | $ 1.43 | |||||||||||||||||||||
Options granted | 226,740 | ||||||||||||||||||||||
Stock options exercised, value | $ 300 | ||||||||||||||||||||||
Issuance of Common Stock in Connection with Convertible Notes [Member] | |||||||||||||||||||||||
Value of common stock shares issued | $ 300 | ||||||||||||||||||||||
Issuance of common stock shares for cash | 62,500 | ||||||||||||||||||||||
Options [Member] | |||||||||||||||||||||||
Options granted | 280,000 | ||||||||||||||||||||||
Fair value of stock options granted | $ 62,800 | $ 300 | |||||||||||||||||||||
Stock options exercised, shares | 226,740 | ||||||||||||||||||||||
Stock option, exercise price | $ 1.43 | ||||||||||||||||||||||
Options [Member] | 2020 Equity Incentive Stock Plan [Member] | |||||||||||||||||||||||
Options granted | 1,394,860 | 7,141,899 | |||||||||||||||||||||
FB Loan Warrant[Member] | Note Purchase Agreement [Member] | |||||||||||||||||||||||
Warrant to purchase common stock shares | 3,269,231 | ||||||||||||||||||||||
Fair value of warrants | $ 15,600 | ||||||||||||||||||||||
Officer [Member] | Issuance of Common Stock for Employee Compensation [Member] | |||||||||||||||||||||||
Value of common stock shares issued | $ 2,700 | ||||||||||||||||||||||
Issuance of common stock shares for cash | 300,000 | ||||||||||||||||||||||
Share issued price per share | $ 9 | ||||||||||||||||||||||
Shares issued during period for services, shares | 200,000 | ||||||||||||||||||||||
Shares issued during period for services, value | $ 1,600 | ||||||||||||||||||||||
Non-Employee [Member] | |||||||||||||||||||||||
Options granted | 343,047 | ||||||||||||||||||||||
Stock option, exercise price | $ 0.23 | ||||||||||||||||||||||
Private Placement [Member] | Investors [Member] | |||||||||||||||||||||||
Value of common stock shares issued | $ 500 | $ 2,300 | |||||||||||||||||||||
Issuance of common stock shares for cash | 170,391 | 795,593 | |||||||||||||||||||||
Purchase Agreement [Member] | Investors [Member] | |||||||||||||||||||||||
Value of common stock shares issued | $ 48,200 | ||||||||||||||||||||||
Issuance of common stock shares for cash | 5,212,753 | ||||||||||||||||||||||
Share issued price per share | $ 9.25 | ||||||||||||||||||||||
Purchase Agreement [Member] | Investors [Member] | May 11, 2020 to June 8, 2020 [Member] | |||||||||||||||||||||||
Value of common stock shares issued | $ 26,100 | ||||||||||||||||||||||
Issuance of common stock shares for cash | 3,735,922 | ||||||||||||||||||||||
Share issued price per share | $ 7 | $ 7 | |||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||
Preferred stock, shares authorized | 5,000,000 | ||||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | ||||||||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||||||
Preferred stock, shares authorized | 1,000,000 | ||||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | ||||||||||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||||||||||
Preferred stock, shares authorized | 41,000,000 | ||||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | ||||||||||||||||||||||
Series X Preferred Stock [Member] | |||||||||||||||||||||||
Preferred stock, shares authorized | 1,000,000 | ||||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | ||||||||||||||||||||||
Series AA Convertible Preferred Stock [Member] | |||||||||||||||||||||||
Preferred stock, shares authorized | 35,800,000 | ||||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||
Preferred stock voting rights | Each share of Series AA Preferred Stock shall have 0.8 votes per share (the Voting Rate") on any matter submitted to the holders of the Common Stock for a vote and shall vote together with the Common Stock on such matters for as long as the Series AA Preferred Stock is outstanding. | Each share of Series AA Convertible Preferred Stock is entitled to 0.8 votes per share and is convertible into two shares of our common stock, only in connection with the sale of such shares on an arms length basis either pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act or pursuant to an effective registration statement under the Securities Act. |
Stockholders' Equity_ (Defici_2
Stockholders' Equity/ (Deficit) - Schedule of Stock Options Assumptions (Details) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Dividend yield | 0.00% | 0.00% |
Expected volatility, minimum | 45.00% | 45.00% |
Expected volatility, maximum | 57.00% | |
Risk free rate, minimum | 0.23% | 0.23% |
Risk free rate, maximum | 0.38% | 0.58% |
Market and Service Condition Based Options [Member] | ||
Dividend yield | 0.00% | |
Expected volatility, minimum | 76.00% | |
Expected volatility, maximum | 88.10% | |
Risk free rate, minimum | 0.24% | |
Risk free rate, maximum | 0.30% | |
Minimum [Member] | ||
Derived service period | 5 years 3 months 19 days | 5 years 3 months 19 days |
Minimum [Member] | Market and Service Condition Based Options [Member] | ||
Derived service period | 1 year 7 months 2 days | |
Maximum [Member] | ||
Derived service period | 6 years 1 month 6 days | 6 years 1 month 6 days |
Maximum [Member] | Market and Service Condition Based Options [Member] | ||
Derived service period | 1 year 10 months 28 days |
Stockholders' Equity_ (Defici_3
Stockholders' Equity/ (Deficit) - Schedule of Stock Option Activity (Details) | 9 Months Ended |
Sep. 30, 2020USD ($)$ / sharesshares | |
Number of Shares Outstanding, Beginning Balance | shares | 16,667 |
Number of Shares Outstanding, Options assumed from merger | shares | 8,051,098 |
Number of Shares Outstanding, Granted | shares | 7,141,899 |
Number of Shares Outstanding, Exercised | shares | (226,740) |
Number of Shares Outstanding, Forfeited or expired | shares | (389,008) |
Number of Shares Outstanding, Ending Balance | shares | 14,593,916 |
Number of Shares, Options Vested and Exercisable, Ending Balance | shares | 6,081,567 |
Weighted Average Exercise Price, Beginning Balance | $ 28.20 |
Weighted Average Exercise Price, Options assumed from merger | 1.31 |
Weighted Average Exercise Price, Granted | 8.79 |
Weighted Average Exercise Price, Exercised | 1.43 |
Weighted Average Exercise Price, Forfeited or expired | 0.83 |
Weighted Average Exercise Price, Ending Balance | 4.99 |
Weighted Average Exercise Price Options Vested and Exercisable, Ending Balance | $ 2.01 |
Total Intrinsic Value, Beginning Balance | $ | |
Total Intrinsic Value, Granted | |
Total Intrinsic Value, Ending Balance | $ | $ 61,234 |
Total Intrinsic Value Options Vested and Exercisable, Ending Balance | $ | $ 42,736 |
Weighted Average Remaining Contractual Life (in Years), Beginning Balance | 7 years 3 months 19 days |
Weighted Average Remaining Contractual Life (in Years), Ending Balance | 8 years 2 months 12 days |
Weighted Average Remaining Contractual Life (in Years) Options vested and Exercisable, Ending Balance | 6 years 10 months 25 days |
Market and Service Condition Based Options [Member] | |
Number of Shares Outstanding, Beginning Balance | shares | |
Number of Shares Outstanding, Granted | shares | 3,078,297 |
Number of Shares Outstanding, Ending Balance | shares | 3,078,297 |
Weighted Average Exercise Price, Beginning Balance | |
Weighted Average Exercise Price, Granted | 9.69 |
Weighted Average Exercise Price, Ending Balance | 9.69 |
Weighted Average Exercise Price Options Vested and Exercisable, Ending Balance | $ 9.69 |
Total Intrinsic Value, Ending Balance | $ | $ 450 |
Weighted Average Remaining Contractual Life (in Years), Granted | 6 years 9 months 18 days |
Weighted Average Remaining Contractual Life (in Years), Ending Balance | 6 years 7 months 6 days |
Weighted Average Remaining Contractual Life (in Years) Options vested and Exercisable, Ending Balance | 6 years 7 months 6 days |
Stockholders' Equity_ (Defici_4
Stockholders' Equity/ (Deficit) - Summary of Outstanding Warrants Activity (Details) $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($)$ / sharesshares | |
Equity [Abstract] | |
Number of Warrants Outstanding, Beginning Balance | shares | 200,007 |
Number of Warrants Outstanding, Issued | shares | 9,538,526 |
Number of Warrants Outstanding, Expired | shares | (200,000) |
Number of Warrants Outstanding, Ending Balance | shares | 9,538,533 |
Number of Warrants Exercisable, Ending Balance | shares | 9,538,533 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 13.31 |
Weighted Average Exercise Price, Issued | $ / shares | 6.62 |
Weighted Average Exercise Price, Expired | $ / shares | |
Weighted Average Exercise Price, Ending Balance | $ / shares | 5.80 |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 5.80 |
Total Intrinsic Value, Beginning Balance | $ | |
Total Intrinsic Value, Issued | $ | 23,119 |
Total Intrinsic Value, Expired | $ | |
Total Intrinsic Value, Ending Balance | $ | 32,670 |
Total Intrinsic Value, Warrants exercisable Ending Balance | $ | $ 32,670 |
Weighted Average Remaining Contractual Life (in Years), Beginning Balance | 2 months 12 days |
Weighted Average Remaining Contractual Life (in Years), Granted | 1 year 8 months 12 days |
Weighted Average Remaining Contractual Life (in Years), Ending Balance | 2 years 7 months 6 days |
Weighted Average Remaining Contractual Life (in Years), Exercisable Ending Balance | 2 years 7 months 6 days |
Leases (Details Narrative)
Leases (Details Narrative) $ in Thousands | Apr. 02, 2020USD ($) | Feb. 14, 2019USD ($) | Feb. 29, 2020USD ($)ft² | Sep. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 19, 2019USD ($) |
Right of use assets | $ 4,886 | $ 3,519 | |||||
Operating lease liabilities | $ 4,900 | ||||||
Welltower, Inc [Member] | |||||||
Area of land | ft² | 6,300 | ||||||
Nexway AG [Member] | |||||||
Right of use assets | $ 0 | 3,500 | $ 3,600 | ||||
Operating lease liabilities | $ 0 | $ 3,500 | $ 3,600 | ||||
Fubo TV Pre-Merger [Member] | |||||||
Annual rent | $ 455 | ||||||
Right of use assets | $ 5,400 | ||||||
Operating lease liabilities | $ 5,400 | ||||||
Operaitng lease, description | As part of the acquisition of fuboTV on April 1, 2020, the Company recognized right of use assets and lease liabilities of $5.4 million for three operating leases. fuboTV had entered into a lease agreement in April 2017 (the "Lease") for approximately 10,000 square feet of office space in New York, NY. The lease commenced in April 2017 and the initial term of the lease is for a period of ten years with an option to renew for an additional five years. The renewal option is not considered in the remaining lease term as the Company is not reasonably certain that it will exercise such option. On January 30, 2018, the Company amended their lease agreement to add approximately 6,600 square feet of office space ("Additional Leased Space"). The lease term commenced in February 2018 and is effective through March 2021. | ||||||
March 1, 2019 Until August 31, 2020 [Member] | |||||||
Annual rent | $ 89 | ||||||
August 31, 2021 [Member] | |||||||
Annual rent | 95 | ||||||
August 31, 2022 [Member] | |||||||
Annual rent | $ 98 |
Leases - Schedule of Operating
Leases - Schedule of Operating Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Leases [Abstract] | ||
Operating lease cost | $ 312 | $ 623 |
Variable lease cost | ||
Operating lease expense | 312 | 623 |
Short-term lease rent expense | ||
Total rent expense | $ 312 | $ 623 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ 305 | $ 610 |
Right-of-use assets exchanged for operating lease liabilities | $ 5,373 | $ 5,373 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Payments for Operating Leases (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Leases [Abstract] | |
Year Ended December 31, 2020 | $ 305 |
Year Ended December 31, 2021 | 1,030 |
Year Ended December 31, 2022 | 778 |
Year Ended December 31, 2023 | 805 |
Year Ended December 31, 2024 | 805 |
Thereafter | 2,111 |
Total | 5,834 |
Less present value discount | (934) |
Operating lease liabilities | $ 4,900 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands | Sep. 09, 2014 | Jul. 18, 2014 | Jul. 31, 2015 | Sep. 30, 2020 | Dec. 31, 2019 | Aug. 27, 2018 |
Plaintiffs seek monetary damages | $ 6,000 | |||||
Evolution AI Corporation [Member] | ||||||
Investment | $ 75 | |||||
PEC [Member] | ||||||
Purchase of restricted shares, shares | 750,000 | |||||
Purchase of restricted, value | $ 300 | |||||
Purchase shares from related party | 800,000 | |||||
Closed Litigation [Member] | ||||||
Loss contingency, accrued | $ 500 | $ 500 |
Commitments and Contingencies_4
Commitments and Contingencies (Details Narrative) (fuboTV Inc. Pre-Merger) - Fubo TV Pre-Merger [Member] $ in Thousands | Feb. 29, 2020USD ($)ft² | Jan. 30, 2018USD ($)ft² | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Apr. 30, 2017ft² |
Lease Agreement [Member] | |||||||
Lease term of contract | 10 years | ||||||
Lease renewal term | 5 years | ||||||
Rent expenses | $ | $ 415 | $ 388 | $ 1,584 | $ 1,330 | |||
Lease Agreement [Member] | Additional Leased Space [Member] | |||||||
Area of land | ft² | 6,600 | ||||||
Lease term description | The lease term commenced in February 2018 and is effective through March 2021. | ||||||
Rent expenses | $ | $ 518 | ||||||
New York, NY [Member] | Lease Agreement [Member] | |||||||
Area of land | ft² | 10,000 | ||||||
New York, NY [Member] | SubLease Agreement [Member] | Welltower, Inc [Member] | |||||||
Area of land | ft² | 6,300 | ||||||
Lease term description | The lease commenced in March 2020 and is effective through July 30, 2021 | ||||||
Rent expenses | $ | $ 455 |
Commitments and Contingencies_5
Commitments and Contingencies (Details Narrative) (fuboTV Inc. Pre-Merger) (10-K) $ in Thousands | Jan. 30, 2018USD ($)ft² | Apr. 30, 2017USD ($)ft² | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Fubo TV Pre-Merger [Member] | Leasehold Improvements [Member] | |||||||
Incentive from the landlord | $ 1,500 | ||||||
Fubo TV Pre-Merger [Member] | Lease Agreement [Member] | |||||||
Lease term of contract | 10 years | ||||||
Lease renewal term | 5 years | ||||||
Rent expenses | $ 415 | $ 388 | $ 1,584 | $ 1,330 | |||
Fubo TV Pre-Merger [Member] | Lease Agreement [Member] | Second and Fourth Anniversaries of Lease Commencement [Member] | |||||||
Rent expenses | $ 745 | ||||||
Fubo TV Pre-Merger [Member] | Lease Agreement [Member] | Additional Leased Space [Member] | |||||||
Area of land | ft² | 6,600 | ||||||
Rent expenses | $ 518 | ||||||
Lease term description | The lease term commenced in February 2018 and is effective through March 2021. | ||||||
Fubo TV Pre-Merger [Member] | New York, NY [Member] | Lease Agreement [Member] | |||||||
Area of land | ft² | 10,000 | ||||||
Fubo Tv [Member] | Lease Agreement [Member] | |||||||
Lease term of contract | 10 years | ||||||
Lease renewal term | 5 years |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Lease Payments Under Non-Cancellable Operating Leases (Details) (fuboTV Inc. Pre-Merger) (10-K) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Total minimum lease payments | $ 5,834 | |
Fubo TV Pre-Merger [Member] | ||
2020 | $ 1,283 | |
2021 | 830 | |
2022 | 778 | |
2023 | 805 | |
2024 | 805 | |
Thereafter | 2,110 | |
Total minimum lease payments | $ 6,611 |
Commitments and Contingencies_6
Commitments and Contingencies - Schedule of Future Fixed and Determinable Payments (Details) (fuboTV Inc. Pre-Merger) (10-K) - Fubo TV Pre-Merger [Member] $ in Thousands | Dec. 31, 2019USD ($) |
2020 | $ 44,298 |
2021 | 15,900 |
Total minimum affiliate payments | $ 60,198 |
Debt (Details Narrative) (fuboT
Debt (Details Narrative) (fuboTV Inc. Pre-Merger) - USD ($) $ in Thousands | Mar. 19, 2020 | Mar. 31, 2019 | Feb. 28, 2019 | Feb. 28, 2018 | Jan. 31, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 13, 2020 | Apr. 30, 2018 |
Interest rate | 4.00% | |||||||||||
Repaid amount | $ 1,600 | |||||||||||
Fubo TV Pre-Merger [Member] | ||||||||||||
Interest expense | $ 39 | |||||||||||
Issued and sold principal amount of convertible notes | $ 16,150 | $ 16,150 | $ 3,050 | $ 3,050 | $ 16,150 | $ 3,050 | ||||||
Repaid amount | 5,000 | 1,250 | $ 5,000 | 5,000 | ||||||||
Issuance of convertible notes derivatives | 2,120 | 574 | ||||||||||
Debt issuance cost | 11 | $ 11 | $ 43 | $ 32 | ||||||||
Loan maturity date | Apr. 6, 2023 | |||||||||||
Fubo TV Pre-Merger [Member] | 2019 Convertible Notes [Member] | ||||||||||||
Interest rate | 4.00% | |||||||||||
Issued and sold principal amount of convertible notes | 16,150 | $ 16,150 | ||||||||||
Repaid amount | $ 5,000 | |||||||||||
Fubo TV Pre-Merger [Member] | Term Loan [Member] | ||||||||||||
Senior secured term loan | $ 23,632 | |||||||||||
Debt issuance cost | $ 172 | |||||||||||
Fubo TV Pre-Merger [Member] | Term Loan [Member] | AMC Networks Ventures, LLC [MEmber] | ||||||||||||
Senior secured term loan | $ 25,000 | |||||||||||
Fubo TV Pre-Merger [Member] | Term Loan [Member] | AMC Networks Ventures, LLC [MEmber] | LIBOR [MEmber] | ||||||||||||
Interest rate | 5.25% | |||||||||||
Fubo TV Pre-Merger [Member] | Signing Date Loan Agreement [Member] | ||||||||||||
Aggregate principal amount | $ 10,000 | |||||||||||
Interest rate | 11.00% |
Long-Term Debt (Details Narrati
Long-Term Debt (Details Narrative) (fuboTV Inc. Pre-Merger) (10-K) - USD ($) $ in Thousands | Feb. 26, 2018 | Jan. 05, 2018 | Mar. 31, 2019 | Feb. 28, 2019 | Feb. 28, 2018 | Jan. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 13, 2020 | Apr. 30, 2018 |
Interest rate | 4.00% | ||||||||||||||||
Issued principal amount of convertible notes | $ 300 | ||||||||||||||||
Repayment of notes | $ 1,600 | ||||||||||||||||
Amortization of debt discount | 12,271 | $ 501 | |||||||||||||||
Change in fair value of derivative liability | $ 101 | $ (1) | $ (426) | $ 1,017 | |||||||||||||
Fubo TV Pre-Merger [Member] | |||||||||||||||||
Issued and sold principal amount of convertible notes | $ 16,150 | $ 16,150 | $ 3,050 | $ 3,050 | 16,150 | $ 3,050 | |||||||||||
Issued principal amount of convertible notes | $ 10,000 | 16,150 | 3,050 | ||||||||||||||
Repayment of notes | 5,000 | 1,250 | 5,000 | 5,000 | |||||||||||||
Issuance of convertible notes derivatives | 2,120 | 574 | |||||||||||||||
Change in fair value of derivative liability | (4,697) | ||||||||||||||||
Debt issuance cost | 11 | $ 11 | $ 43 | 32 | |||||||||||||
Loan maturity date | Apr. 6, 2023 | ||||||||||||||||
Fubo TV Pre-Merger [Member] | 2017 Convertible Notes [Member] | |||||||||||||||||
Issued and sold principal amount of convertible notes | $ 19,850 | ||||||||||||||||
Interest rate | 4.00% | ||||||||||||||||
Fubo TV Pre-Merger [Member] | 2018 Convertible Notes [Member] | |||||||||||||||||
Interest rate | 4.00% | ||||||||||||||||
Issued principal amount of convertible notes | $ 50 | $ 3,000 | |||||||||||||||
Fubo TV Pre-Merger [Member] | 2019 Convertible Notes [Member] | |||||||||||||||||
Issued and sold principal amount of convertible notes | 16,150 | $ 16,150 | |||||||||||||||
Interest rate | 4.00% | ||||||||||||||||
Repayment of notes | $ 5,000 | ||||||||||||||||
Fubo TV Pre-Merger [Member] | Prior to Note Conversion [Member] | |||||||||||||||||
Amortization of debt discount | $ 102 | $ 3,284 | |||||||||||||||
Fubo TV Pre-Merger [Member] | Term Loan [Member] | |||||||||||||||||
Senior secured term loan | $ 23,632 | ||||||||||||||||
Debt issuance cost | $ 172 | ||||||||||||||||
Fubo TV Pre-Merger [Member] | Term Loan [Member] | AMC Networks Ventures, LLC [MEmber] | |||||||||||||||||
Senior secured term loan | $ 25,000 | ||||||||||||||||
Fubo TV Pre-Merger [Member] | Term Loan [Member] | AMC Networks Ventures, LLC [MEmber] | LIBOR [MEmber] | |||||||||||||||||
Interest rate | 5.25% |
Long-Term Debt - Schedule of Pr
Long-Term Debt - Schedule of Principal Maturities on the Term Loan (Details) (fuboTV Inc. Pre-Merger) (10-K) - Fubo TV Pre-Merger [Member] $ in Thousands | Dec. 31, 2019USD ($) |
2020 | $ 5,000 |
2021 | 7,500 |
2022 | 12,500 |
Principal Maturities of Term Loan | $ 25,000 |
Common Stock (Details Narrative
Common Stock (Details Narrative) (fuboTV Inc. Pre-Merger) - shares | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Common stock, shares authorized | 400,000,000 | 400,000,000 | ||
Common stock, shares outstanding | 47,531,170 | 28,912,500 | ||
Fubo TV Pre-Merger [Member] | ||||
Common stock, shares authorized | 22,612,225 | 18,000,000 | 22,612,225 | |
Common stock, shares outstanding | 2,162,187 | 2,076,317 | 2,157,367 |
Common Stock (Details Narrati_2
Common Stock (Details Narrative) (fuboTV Inc. Pre-Merger) (10-K) - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2020 | Mar. 31, 2020 | |
Common stock, shares authorized | 400,000,000 | 400,000,000 | ||
Common stock, shares outstanding | 28,912,500 | 47,531,170 | ||
Fubo TV Pre-Merger [Member] | ||||
Common stock, shares authorized | 18,000,000 | 22,612,225 | 22,612,225 | |
Common stock, shares outstanding | 2,076,317 | 2,157,367 | 2,162,187 | |
Common stock, voting right description | Under the Plan, the board of directors may grant incentive stock options or nonqualified stock options. Incentive stock options may only be granted to employees. The exercise price of incentive stock options and nonqualified stock options will be no less than 100% of the fair value per share of the Company's common stock on the date of grant. If an individual owns capital stock representing more than 10% of the voting shares, the price of each share will be at least 110% of the fair value on the date of grant. Fair value is determined by the board of directors. Employee stock options generally vest 25% on the first anniversary of the grant date and then ratably over the next three years or ratably over 48 months. Nonemployee stock options generally vest ratably over a two-year period. Options expire after 10 years. | |||
Repurchase of common stock | ||||
Fubo TV Pre-Merger [Member] | Holders [Member] | ||||
Common stock, voting right description | The holders of the Company's common stock are entitled to one vote per share. |
Common Stock - Schedule of Rese
Common Stock - Schedule of Reserved Shares of Common Stock for Issuance on Converted Basis (Details) (fuboTV Inc. Pre-Merger) - Fubo TV Pre-Merger [Member] - shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Total | 18,180,788 | 18,185,606 | 14,738,605 |
Convertible Preferred Stock Outstanding, as Converted [Member] | |||
Total | 15,615,645 | 15,615,645 | 12,087,594 |
Options and Restricted Stock Issued and Outstanding [Member] | |||
Total | 2,213,985 | 2,299,942 | 2,380,989 |
Shares Available for Future Stock Option Grants [Member] | |||
Total | 351,158 | 270,019 | 270,022 |
Common Stock - Schedule of Re_2
Common Stock - Schedule of Reserved Shares of Common Stock for Issuance on Converted Basis (Details) (fuboTV Inc. Pre-Merger) (10-K) - Fubo TV Pre-Merger [Member] - shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Total | 18,180,788 | 18,185,606 | 14,738,605 |
Convertible Preferred Stock Outstanding, as Converted [Member] | |||
Total | 15,615,645 | 15,615,645 | 12,087,594 |
Options and Restricted Stock Issued and Outstanding [Member] | |||
Total | 2,213,985 | 2,299,942 | 2,380,989 |
Shares Available for Future Stock Option Grants [Member] | |||
Total | 351,158 | 270,019 | 270,022 |
Convertible Preferred Stock (De
Convertible Preferred Stock (Details Narrative) (fuboTV Inc. Pre-Merger) - USD ($) $ / shares in Units, $ in Thousands | Apr. 23, 2020 | Apr. 02, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Convertible note, value | $ 400 | $ 1,100,000 | $ 259 | |||||
Accured interest | $ 600 | $ 300 | ||||||
Fubo TV Pre-Merger [Member] | ||||||||
Shares issued during the period | 18,180,788 | 18,185,606 | 14,738,605 | |||||
Convertible note, value | $ 11,208 | $ 11,208 | $ 23,083 | |||||
Fubo TV Pre-Merger [Member] | Initiating Holders [Member] | ||||||||
Demand registration rights description | Pursuant to the terms of the Third Amended and Restated Investors' Rights Agreement, the Company is obligated, upon the written demand of the holders of at least 20% of the convertible preferred stock then outstanding ("Initiating Holders") to register a Form S-1 registration statement with an anticipated aggregate offering price exceeding $7,500. Upon the receipt of a written demand notice, the Company must file a registration statement with the U.S. Securities and Exchange Commission covering the Initiating Holders and any additional convertible preferred shares requested by any other holders within 60 days and use commercially reasonable efforts to have the registration statement declared effective promptly thereafter. The holder of the convertible preferred stock may exercise this demand registration right at any date after the earlier of: (i) March 5, 2021 or (ii) 180 days after the effective date of a registrations statement upon receipt of a request from 20% of the holders of the then outstanding convertible preferred stock to register. The Company shall have the right to defer registration for a 90-day period, provided this right has not been incurred more than twice in the preceding 12-month period. | Pursuant to the terms of the Third Amended and Restated Investor Rights Agreement, the Company is obligated, upon the written demand of the holders of at least 20% of the convertible preferred stock then outstanding ("Initiating Holders") to register a Form S-1 registration statement with an anticipated aggregate offering price exceeding $7,500. Upon the receipt of a written demand notice, the Company must file a registration statement with the U.S. Securities and Exchange Commission covering the Initiating Holders and any additional convertible preferred shares requested by any other holders within 60 days and use commercially reasonable efforts to have the registration statement declared effective promptly thereafter. The holder of the convertible preferred stock may exercise this demand registration right at any date after the earlier of: (i) March 5, 2021 or (ii) 180 days after the effective date of a registrations statement upon receipt of a request from 20% of the holders of the then outstanding convertible preferred stock to register. The Company shall have the right to defer registration for a 90-day period, provided this right has not been incurred more than twice in the preceding 12-month period. | ||||||
Offering price of convertible preferred stock | $ 7,500 | $ 7,500 | ||||||
Fubo TV Pre-Merger [Member] | Common Stock [Member] | ||||||||
Proceeds from initial public offering | $ 50,000 | $ 50,000 | ||||||
Fubo TV Pre-Merger [Member] | Series E Preferred Stock [Member] | ||||||||
Shares issued during the period | 1,681,493 | |||||||
Conversion price per share | $ 0.001 | |||||||
Issuance of stock price per share | $ 29.74 | |||||||
Shares issued upon the cancellation of indebtedness | 471,100 | |||||||
Fubo TV Pre-Merger [Member] | Series E-1 Preferred Stock [Member] | ||||||||
Conversion price per share | $ 23.79 | |||||||
Convertible note, value | $ 11,150 | |||||||
Accured interest | 58 | |||||||
Net of issuance costs | $ 60,970 |
Convertible Preferred Stock (_2
Convertible Preferred Stock (Details Narrative) (fuboTV Inc. Pre-Merger) (10-K) - USD ($) $ / shares in Units, $ in Thousands | Apr. 23, 2020 | Apr. 02, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Convertible note, value | $ 400 | $ 1,100,000 | $ 259 | |||||||
Accured interest | $ 300 | $ 600 | $ 300 | |||||||
Fubo TV Pre-Merger [Member] | ||||||||||
Shares issued during the period, shares | 18,180,788 | 18,185,606 | 14,738,605 | |||||||
Convertible note, value | $ 11,208 | $ 11,208 | $ 23,083 | |||||||
Fubo TV Pre-Merger [Member] | Initiating Holders [Member] | ||||||||||
Demand registration rights description | Pursuant to the terms of the Third Amended and Restated Investors' Rights Agreement, the Company is obligated, upon the written demand of the holders of at least 20% of the convertible preferred stock then outstanding ("Initiating Holders") to register a Form S-1 registration statement with an anticipated aggregate offering price exceeding $7,500. Upon the receipt of a written demand notice, the Company must file a registration statement with the U.S. Securities and Exchange Commission covering the Initiating Holders and any additional convertible preferred shares requested by any other holders within 60 days and use commercially reasonable efforts to have the registration statement declared effective promptly thereafter. The holder of the convertible preferred stock may exercise this demand registration right at any date after the earlier of: (i) March 5, 2021 or (ii) 180 days after the effective date of a registrations statement upon receipt of a request from 20% of the holders of the then outstanding convertible preferred stock to register. The Company shall have the right to defer registration for a 90-day period, provided this right has not been incurred more than twice in the preceding 12-month period. | Pursuant to the terms of the Third Amended and Restated Investor Rights Agreement, the Company is obligated, upon the written demand of the holders of at least 20% of the convertible preferred stock then outstanding ("Initiating Holders") to register a Form S-1 registration statement with an anticipated aggregate offering price exceeding $7,500. Upon the receipt of a written demand notice, the Company must file a registration statement with the U.S. Securities and Exchange Commission covering the Initiating Holders and any additional convertible preferred shares requested by any other holders within 60 days and use commercially reasonable efforts to have the registration statement declared effective promptly thereafter. The holder of the convertible preferred stock may exercise this demand registration right at any date after the earlier of: (i) March 5, 2021 or (ii) 180 days after the effective date of a registrations statement upon receipt of a request from 20% of the holders of the then outstanding convertible preferred stock to register. The Company shall have the right to defer registration for a 90-day period, provided this right has not been incurred more than twice in the preceding 12-month period. | ||||||||
Offering price of convertible preferred stock | $ 7,500 | $ 7,500 | ||||||||
Fubo TV Pre-Merger [Member] | Common Stock [Member] | ||||||||||
Proceeds from initial public offering | $ 50,000 | $ 50,000 | ||||||||
Fubo TV Pre-Merger [Member] | Series D Convertible Preferred Stock [Member] | ||||||||||
Shares issued during the period | $ 1,839,954 | |||||||||
Issuance of stock price per share | $ 25.30 | $ 25.30 | ||||||||
Shares issued during the period, shares | 46,294 | |||||||||
Fubo TV Pre-Merger [Member] | Series D-1 Convertible Preferred Stock [Member] | ||||||||||
Convertible note, value | $ 22,900 | |||||||||
Accured interest | $ 183 | $ 183 | ||||||||
Shares issued during the conversion of stock shares | 1,140,481 | |||||||||
Conversion price per share | $ 20.24 | $ 20.24 | ||||||||
Fubo TV Pre-Merger [Member] | Series E Convertible Preferred Stock [Member] | ||||||||||
Shares issued during the period | $ 3,056,951 | |||||||||
Issuance of stock price per share | $ 29.74 | $ 29.74 | ||||||||
Fubo TV Pre-Merger [Member] | Series E-1 Convertible Preferred Stock [Member] | ||||||||||
Convertible note, value | $ 11,150 | |||||||||
Accured interest | $ 58 | $ 58 | ||||||||
Shares issued during the conversion of stock shares | 471,100 | |||||||||
Conversion price per share | $ 23.79 | $ 23.79 | ||||||||
Fubo TV Pre-Merger [Member] | Series E And E-1 Convertible Preferred Stock [Member] | ||||||||||
Shares issued during the period, shares | 101,757 |
Convertible Preferred Stock - S
Convertible Preferred Stock - Summary of Authorized, Issued and Outstanding Convertible Preferred Stock (Details) (fuboTV Inc. Pre-Merger) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2020 | |
Shares Authorized | 2,000,000 | 2,000,000 | ||
Shares Issued | 461,839 | 0 | ||
Shares Outstanding | 461,839 | 0 | ||
Fubo TV Pre-Merger [Member] | ||||
Shares Authorized | 17,617,274 | 12,478,579 | 17,617,274 | |
Shares Issued | 15,615,645 | 12,087,594 | 15,615,645 | |
Shares Outstanding | 15,615,645 | 12,087,594 | 15,615,645 | |
Net Proceeds | $ 205,064 | $ 103,365 | ||
Liquidation Value | $ 247,946 | $ 247,946 | $ 145,841 | |
Fubo TV Pre-Merger [Member] | Series AA Convertible Preferred Stock [Member] | ||||
Shares Authorized | 1,641,024 | 1,641,024 | ||
Shares Issued | 1,641,024 | 1,641,024 | ||
Shares Outstanding | 1,641,024 | 1,641,024 | ||
Net Proceeds | $ 1,600 | $ 1,600 | ||
Liquidation Preference per Share | $ 0.9750 | $ 0.9750 | ||
Liquidation Value | $ 1,600 | $ 1,600 | ||
Conversion Price per Share | $ 0.9750 | $ 0.9750 | ||
Fubo TV Pre-Merger [Member] | Series A Convertible Preferred Stock [Member] | ||||
Shares Authorized | 1,059,204 | 1,059,204 | ||
Shares Issued | 1,059,204 | 1,059,204 | ||
Shares Outstanding | 1,059,204 | 1,059,204 | ||
Net Proceeds | $ 3,065 | $ 3,065 | ||
Liquidation Preference per Share | $ 2.9576 | $ 2.9576 | ||
Liquidation Value | $ 3,133 | $ 3,133 | ||
Conversion Price per Share | $ 2.9576 | $ 2.9576 | ||
Fubo TV Pre-Merger [Member] | Series A-1 Convertible Preferred Stock [Member] | ||||
Shares Authorized | 101,430 | 101,430 | ||
Shares Issued | 101,430 | 101,430 | ||
Shares Outstanding | 101,430 | 101,430 | ||
Net Proceeds | ||||
Liquidation Preference per Share | $ 2.5140 | $ 2.5140 | ||
Liquidation Value | $ 255 | $ 255 | ||
Conversion Price per Share | $ 2.5140 | $ 2.5140 | ||
Fubo TV Pre-Merger [Member] | Series A-2 Convertible Preferred Stock [Member] | ||||
Shares Authorized | 33,721 | 33,721 | ||
Shares Issued | 33,721 | 33,721 | ||
Shares Outstanding | 33,721 | 33,721 | ||
Net Proceeds | ||||
Liquidation Preference per Share | $ 2.3661 | $ 2.3661 | ||
Liquidation Value | $ 80 | $ 80 | ||
Conversion Price per Share | $ 2.3661 | $ 2.3661 | ||
Fubo TV Pre-Merger [Member] | Series A-3 Convertible Preferred Stock [Member] | ||||
Shares Authorized | 292,562 | 292,562 | ||
Shares Issued | 292,562 | 292,562 | ||
Shares Outstanding | 292,562 | 292,562 | ||
Net Proceeds | ||||
Liquidation Preference per Share | $ 1.8201 | $ 1.8201 | ||
Liquidation Value | $ 533 | $ 533 | ||
Conversion Price per Share | $ 1.8201 | $ 1.8201 | ||
Fubo TV Pre-Merger [Member] | Series B Convertible Preferred Stock [Member] | ||||
Shares Authorized | 1,926,507 | 1,926,507 | ||
Shares Issued | 1,926,507 | 1,926,507 | ||
Shares Outstanding | 1,926,507 | 1,926,507 | ||
Net Proceeds | $ 14,960 | $ 14,960 | ||
Liquidation Preference per Share | $ 7.8008 | $ 7.8008 | ||
Liquidation Value | $ 15,028 | $ 15,028 | ||
Conversion Price per Share | $ 7.8008 | $ 7.8008 | ||
Fubo TV Pre-Merger [Member] | Series B-1 Convertible Preferred Stock [Member] | ||||
Shares Authorized | 14,369 | 14,369 | ||
Shares Issued | 14,369 | 14,369 | ||
Shares Outstanding | 14,369 | 14,369 | ||
Net Proceeds | ||||
Liquidation Preference per Share | $ 3.4796 | $ 3.4796 | ||
Liquidation Value | $ 50 | $ 50 | ||
Conversion Price per Share | $ 3.4796 | $ 3.4796 | ||
Fubo TV Pre-Merger [Member] | Series C Convertible Preferred Stock [Member] | ||||
Shares Authorized | 2,495,291 | 2,495,291 | ||
Shares Issued | 2,495,291 | 2,495,291 | ||
Shares Outstanding | 2,495,291 | 2,495,291 | ||
Net Proceeds | $ 37,446 | $ 37,446 | ||
Liquidation Preference per Share | $ 16.0302 | $ 16.0302 | ||
Liquidation Value | $ 40,000 | $ 40,000 | ||
Conversion Price per Share | $ 16.0302 | $ 16.0302 | ||
Fubo TV Pre-Merger [Member] | Series C-1 Convertible Preferred Stock [Member] | ||||
Shares Authorized | 1,600,000 | 1,600,000 | ||
Shares Issued | 1,543,051 | 1,543,051 | ||
Shares Outstanding | 1,543,051 | 1,543,051 | ||
Net Proceeds | ||||
Liquidation Preference per Share | $ 10.0635 | $ 10.0635 | ||
Liquidation Value | $ 15,528 | $ 15,528 | ||
Conversion Price per Share | $ 10.0635 | $ 10.0635 | ||
Fubo TV Pre-Merger [Member] | Series D Convertible Preferred Stock One [Member] | ||||
Shares Authorized | 2,173,990 | 2,173,990 | ||
Shares Issued | 1,839,954 | 1,839,954 | ||
Shares Outstanding | 1,839,954 | 1,839,954 | ||
Liquidation Preference per Share | $ 25.3000 | $ 25.3000 | ||
Liquidation Value | $ 46,551 | $ 46,551 | ||
Conversion Price per Share | $ 25.3000 | $ 25.3000 | ||
Fubo TV Pre-Merger [Member] | Series D Convertible Preferred Stock [Member] | ||||
Net Proceeds | $ 46,294 | $ 46,294 | ||
Fubo TV Pre-Merger [Member] | Series D-1 Convertible Preferred Stock [Member] | ||||
Shares Authorized | 1,140,481 | 1,140,481 | ||
Shares Issued | 1,140,481 | 1,140,481 | ||
Shares Outstanding | 1,140,481 | 1,140,481 | ||
Net Proceeds | ||||
Liquidation Preference per Share | $ 20.2400 | $ 20.2400 | ||
Liquidation Value | $ 23,083 | $ 23,083 | ||
Conversion Price per Share | $ 20.2400 | $ 20.2400 | ||
Fubo TV Pre-Merger [Member] | Series E Convertible Preferred Stock [Member] | ||||
Shares Authorized | 4,667,595 | 4,667,595 | ||
Shares Issued | 3,056,951 | 3,056,951 | ||
Shares Outstanding | 3,056,951 | 3,056,951 | ||
Net Proceeds | $ 101,699 | $ 101,699 | ||
Liquidation Preference per Share | $ 29.7354 | $ 29.7354 | ||
Liquidation Value | $ 90,898 | $ 90,898 | ||
Conversion Price per Share | $ 29.7354 | $ 29.7354 | ||
Fubo TV Pre-Merger [Member] | Series E-1 Convertible Preferred Stock [Member] | ||||
Shares Authorized | 471,100 | 471,100 | ||
Shares Issued | 471,100 | 471,100 | ||
Shares Outstanding | 471,100 | 471,100 | ||
Net Proceeds | ||||
Liquidation Preference per Share | $ 23.7883 | $ 23.7883 | ||
Liquidation Value | $ 11,207 | $ 11,207 | ||
Conversion Price per Share | $ 23.7883 | $ 23.7883 |
Convertible Preferred Stock -_2
Convertible Preferred Stock - Summary of Authorized, Issued and Outstanding Convertible Preferred Stock (Details) (fuboTV Inc. Pre-Merger) (10-K) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2020 | Mar. 31, 2020 | |
Shares Authorized | 2,000,000 | 2,000,000 | 2,000,000 | |||
Shares Issued | 461,839 | 461,839 | 0 | |||
Shares Outstanding | 461,839 | 461,839 | 0 | |||
Fubo TV Pre-Merger [Member] | ||||||
Shares Authorized | 12,478,579 | 17,617,274 | 12,478,579 | 17,617,274 | 17,617,274 | |
Shares Issued | 12,087,594 | 15,615,645 | 12,087,594 | 15,615,645 | 15,615,645 | |
Shares Outstanding | 12,087,594 | 15,615,645 | 12,087,594 | 15,615,645 | 15,615,645 | |
Net Proceeds | $ 205,064 | $ 103,365 | ||||
Liquidation Value | $ 247,946 | $ 145,841 | $ 247,946 | $ 145,841 | $ 247,946 | |
Fubo TV Pre-Merger [Member] | Series AA Convertible Preferred Stock [Member] | ||||||
Shares Authorized | 1,641,024 | 1,641,024 | 1,641,024 | 1,641,024 | ||
Shares Issued | 1,641,024 | 1,641,024 | 1,641,024 | 1,641,024 | ||
Shares Outstanding | 1,641,024 | 1,641,024 | 1,641,024 | 1,641,024 | ||
Net Proceeds | $ 1,600 | $ 1,600 | ||||
Liquidation Preference per Share | $ 0.9750 | $ 0.9750 | $ 0.9750 | $ 0.9750 | ||
Liquidation Value | $ 1,600 | $ 1,600 | $ 1,600 | $ 1,600 | ||
Conversion Price per Share | $ 0.9750 | $ 0.9750 | $ 0.9750 | $ 0.9750 | ||
Fubo TV Pre-Merger [Member] | Series A Convertible Preferred Stock [Member] | ||||||
Shares Authorized | 1,059,204 | 1,059,204 | 1,059,204 | 1,059,204 | ||
Shares Issued | 1,059,204 | 1,059,204 | 1,059,204 | 1,059,204 | ||
Shares Outstanding | 1,059,204 | 1,059,204 | 1,059,204 | 1,059,204 | ||
Net Proceeds | $ 3,065 | $ 3,065 | ||||
Liquidation Preference per Share | $ 2.9576 | $ 2.9576 | $ 2.9576 | $ 2.9576 | ||
Liquidation Value | $ 3,133 | $ 3,133 | $ 3,133 | $ 3,133 | ||
Conversion Price per Share | $ 2.9576 | $ 2.9576 | $ 2.9576 | $ 2.9576 | ||
Fubo TV Pre-Merger [Member] | Series A-1 Convertible Preferred Stock [Member] | ||||||
Shares Authorized | 101,430 | 101,430 | 101,430 | 101,430 | ||
Shares Issued | 101,430 | 101,430 | 101,430 | 101,430 | ||
Shares Outstanding | 101,430 | 101,430 | 101,430 | 101,430 | ||
Net Proceeds | ||||||
Liquidation Preference per Share | $ 2.5140 | $ 2.5140 | $ 2.5140 | $ 2.5140 | ||
Liquidation Value | $ 255 | $ 255 | $ 255 | $ 255 | ||
Conversion Price per Share | $ 2.5140 | $ 2.5140 | $ 2.5140 | $ 2.5140 | ||
Fubo TV Pre-Merger [Member] | Series A-2 Convertible Preferred Stock [Member] | ||||||
Shares Authorized | 33,721 | 33,721 | 33,721 | 33,721 | ||
Shares Issued | 33,721 | 33,721 | 33,721 | 33,721 | ||
Shares Outstanding | 33,721 | 33,721 | 33,721 | 33,721 | ||
Net Proceeds | ||||||
Liquidation Preference per Share | $ 2.3661 | $ 2.3661 | $ 2.3661 | $ 2.3661 | ||
Liquidation Value | $ 80 | $ 80 | $ 80 | $ 80 | ||
Conversion Price per Share | $ 2.3661 | $ 2.3661 | $ 2.3661 | $ 2.3661 | ||
Fubo TV Pre-Merger [Member] | Series A-3 Convertible Preferred Stock [Member] | ||||||
Shares Authorized | 292,562 | 292,562 | 292,562 | 292,562 | ||
Shares Issued | 292,562 | 292,562 | 292,562 | 292,562 | ||
Shares Outstanding | 292,562 | 292,562 | 292,562 | 292,562 | ||
Net Proceeds | ||||||
Liquidation Preference per Share | $ 1.8201 | $ 1.8201 | $ 1.8201 | $ 1.8201 | ||
Liquidation Value | $ 533 | $ 533 | $ 533 | $ 533 | ||
Conversion Price per Share | $ 1.8201 | $ 1.8201 | $ 1.8201 | $ 1.8201 | ||
Fubo TV Pre-Merger [Member] | Series B Convertible Preferred Stock [Member] | ||||||
Shares Authorized | 1,926,507 | 1,926,507 | 1,926,507 | 1,926,507 | ||
Shares Issued | 1,926,507 | 1,926,507 | 1,926,507 | 1,926,507 | ||
Shares Outstanding | 1,926,507 | 1,926,507 | 1,926,507 | 1,926,507 | ||
Net Proceeds | $ 14,960 | $ 14,960 | ||||
Liquidation Preference per Share | $ 7.8008 | $ 7.8008 | $ 7.8008 | $ 7.8008 | ||
Liquidation Value | $ 15,028 | $ 15,028 | $ 15,028 | $ 15,028 | ||
Conversion Price per Share | $ 7.8008 | $ 7.8008 | $ 7.8008 | $ 7.8008 | ||
Fubo TV Pre-Merger [Member] | Series B-1 Convertible Preferred Stock [Member] | ||||||
Shares Authorized | 14,369 | 14,369 | 14,369 | 14,369 | ||
Shares Issued | 14,369 | 14,369 | 14,369 | 14,369 | ||
Shares Outstanding | 14,369 | 14,369 | 14,369 | 14,369 | ||
Net Proceeds | ||||||
Liquidation Preference per Share | $ 3.4796 | $ 3.4796 | $ 3.4796 | $ 3.4796 | ||
Liquidation Value | $ 50 | $ 50 | $ 50 | $ 50 | ||
Conversion Price per Share | $ 3.4796 | $ 3.4796 | $ 3.4796 | $ 3.4796 | ||
Fubo TV Pre-Merger [Member] | Series C Convertible Preferred Stock [Member] | ||||||
Shares Authorized | 2,495,291 | 2,495,291 | 2,495,291 | 2,495,291 | ||
Shares Issued | 2,495,291 | 2,495,291 | 2,495,291 | 2,495,291 | ||
Shares Outstanding | 2,495,291 | 2,495,291 | 2,495,291 | 2,495,291 | ||
Net Proceeds | $ 37,446 | $ 37,446 | ||||
Liquidation Preference per Share | $ 16.0302 | $ 16.0302 | $ 16.0302 | $ 16.0302 | ||
Liquidation Value | $ 40,000 | $ 40,000 | $ 40,000 | $ 40,000 | ||
Conversion Price per Share | $ 16.0302 | $ 16.0302 | $ 16.0302 | $ 16.0302 | ||
Fubo TV Pre-Merger [Member] | Series C-1 Convertible Preferred Stock [Member] | ||||||
Shares Authorized | 1,600,000 | 1,600,000 | 1,600,000 | 1,600,000 | ||
Shares Issued | 1,543,051 | 1,543,051 | 1,543,051 | 1,543,051 | ||
Shares Outstanding | 1,543,051 | 1,543,051 | 1,543,051 | 1,543,051 | ||
Net Proceeds | ||||||
Liquidation Preference per Share | $ 10.0635 | $ 10.0635 | $ 10.0635 | $ 10.0635 | ||
Liquidation Value | $ 15,528 | $ 15,528 | $ 15,528 | $ 15,528 | ||
Conversion Price per Share | $ 10.0635 | $ 10.0635 | $ 10.0635 | $ 10.0635 | ||
Fubo TV Pre-Merger [Member] | Series D Convertible Preferred Stock [Member] | ||||||
Shares Authorized | 2,173,990 | 2,173,990 | 2,173,990 | 2,173,990 | ||
Shares Issued | 1,839,954 | 1,839,954 | 1,839,954 | 1,839,954 | ||
Shares Outstanding | 1,839,954 | 1,839,954 | 1,839,954 | 1,839,954 | ||
Net Proceeds | $ 46,294 | $ 46,294 | ||||
Liquidation Preference per Share | $ 25.3000 | $ 25.3000 | $ 25.3000 | $ 25.3000 | ||
Liquidation Value | $ 46,551 | $ 46,551 | $ 46,551 | $ 46,551 | ||
Conversion Price per Share | $ 25.3000 | $ 25.3000 | $ 25.3000 | $ 25.3000 | ||
Fubo TV Pre-Merger [Member] | Series D-1 Convertible Preferred Stock [Member] | ||||||
Shares Authorized | 1,140,481 | 1,140,481 | 1,140,481 | 1,140,481 | ||
Shares Issued | 1,140,481 | 1,140,481 | 1,140,481 | 1,140,481 | ||
Shares Outstanding | 1,140,481 | 1,140,481 | 1,140,481 | 1,140,481 | ||
Net Proceeds | ||||||
Liquidation Preference per Share | $ 20.2400 | $ 20.2400 | $ 20.2400 | $ 20.2400 | ||
Liquidation Value | $ 23,083 | $ 23,083 | $ 23,083 | $ 23,083 | ||
Conversion Price per Share | $ 20.2400 | $ 20.2400 | $ 20.2400 | $ 20.2400 | ||
Fubo TV Pre-Merger [Member] | Series E Convertible Preferred Stock [Member] | ||||||
Shares Authorized | 4,667,595 | 4,667,595 | ||||
Shares Issued | 3,056,951 | 3,056,951 | ||||
Shares Outstanding | 3,056,951 | 3,056,951 | ||||
Net Proceeds | $ 101,699 | |||||
Liquidation Preference per Share | $ 29.7354 | $ 29.7354 | ||||
Liquidation Value | $ 90,898 | $ 90,898 | ||||
Conversion Price per Share | $ 29.7354 | $ 29.7354 | ||||
Fubo TV Pre-Merger [Member] | Series E-1 Convertible Preferred Stock [Member] | ||||||
Shares Authorized | 471,100 | 471,100 | ||||
Shares Issued | 471,100 | 471,100 | ||||
Shares Outstanding | 471,100 | 471,100 | ||||
Net Proceeds | ||||||
Liquidation Preference per Share | $ 23.7883 | $ 23.7883 | ||||
Liquidation Value | $ 11,207 | $ 11,207 | ||||
Conversion Price per Share | $ 23.7883 | $ 23.7883 |
Convertible Preferred Stock -_3
Convertible Preferred Stock - Summary of Convertible Preferred Stock Dividend Rate (Details) (fuboTV Inc. Pre-Merger) - Fubo TV Pre-Merger [Member] | 3 Months Ended |
Mar. 31, 2020$ / shares | |
Series AA Convertible Preferred Stock [Member] | |
Dividend Rate | $ 0.0585 |
Series A Convertible Preferred Stock [Member] | |
Dividend Rate | 0.1775 |
Series A-1 Convertible Preferred Stock [Member] | |
Dividend Rate | 0.1508 |
Series A-2 Convertible Preferred Stock [Member] | |
Dividend Rate | 0.1420 |
Series A-3 Convertible Preferred Stock [Member] | |
Dividend Rate | 0.1092 |
Series B Convertible Preferred Stock [Member] | |
Dividend Rate | 0.6241 |
Series B-1 Convertible Preferred Stock [Member] | |
Dividend Rate | 0.2784 |
Series C Convertible Preferred Stock [Member] | |
Dividend Rate | 1.28241 |
Series C-1 Convertible Preferred Stock [Member] | |
Dividend Rate | 0.80508 |
Series D Convertible Preferred Stock [Member] | |
Dividend Rate | 2.02393 |
Series D-1 Convertible Preferred Stock [Member] | |
Dividend Rate | 1.61910 |
Series E Convertible Preferred Stock [Member] | |
Dividend Rate | 2.37884 |
Series E-1 Convertible Preferred Stock [Member] | |
Dividend Rate | $ 1.90307 |
Convertible Preferred Stock -_4
Convertible Preferred Stock - Summary of Convertible Preferred Stock Dividend Rate (Details) (fuboTV Inc. Pre-Merger) (10-K) - Fubo TV Pre-Merger [Member] - $ / shares | 1 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2019 | |
Series AA Convertible Preferred Stock [Member] | ||
Dividend Rate | $ 0.0585 | |
Series A Convertible Preferred Stock [Member] | ||
Dividend Rate | 0.1775 | |
Series A-1 Convertible Preferred Stock [Member] | ||
Dividend Rate | 0.1508 | |
Series A-2 Convertible Preferred Stock [Member] | ||
Dividend Rate | 0.1420 | |
Series A-3 Convertible Preferred Stock [Member] | ||
Dividend Rate | 0.1092 | |
Series B Convertible Preferred Stock [Member] | ||
Dividend Rate | 0.6241 | |
Series B-1 Convertible Preferred Stock [Member] | ||
Dividend Rate | 0.2784 | |
Series C Convertible Preferred Stock [Member] | ||
Dividend Rate | 1.28241 | |
Series C-1 Convertible Preferred Stock [Member] | ||
Dividend Rate | 0.80508 | |
Series D Convertible Preferred Stock [Member] | ||
Dividend Rate | 2.02393 | |
Series D-1 Convertible Preferred Stock [Member] | ||
Dividend Rate | $ 1.61910 | |
Series E Convertible Preferred Stock [Member] | ||
Dividend Rate | $ 2.37884 | |
Series E-1 Convertible Preferred Stock [Member] | ||
Dividend Rate | $ 1.90307 |
Stock Option Plan (Details Narr
Stock Option Plan (Details Narrative) (fuboTV Inc. Pre-Merger) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Stock-based compensation | $ 24,081 | ||||||
Number of options granted to purchase of common stock, shares | 7,141,899 | ||||||
Stock options exercised, shares | 226,740 | ||||||
Stock options exercised, value | $ 324 | ||||||
Fubo TV Pre-Merger [Member] | |||||||
Stock-based compensation | $ 368 | $ 376 | $ 1,511 | $ 952 | |||
Shares available for future stock option grants | 351,158 | 270,019 | 270,022 | ||||
Number of options granted to purchase of common stock, shares | 169,515 | ||||||
Weighted average grant date fair value of options granted | $ 3.67 | $ 3.44 | |||||
Stock options exercised, shares | 4,820 | 1 | 81,050 | ||||
Stock options exercised, value | $ 18 | $ 2 | |||||
Stock options forfeitures or expirations | |||||||
Fubo TV Pre-Merger [Member] | Employees [Member] | |||||||
Number of options granted to purchase of common stock, shares | 14,550 | ||||||
Weighted average grant date fair value of options granted | $ 7.23 | ||||||
Fubo TV Pre-Merger [Member] | 2015 Equity Incentive Plan [Member] | |||||||
Number of shares authorized for issuance under plan | 2,727,328 | 2,727,328 | |||||
Fubo TV Pre-Merger [Member] | 2015 Plan [Member] | |||||||
Stock option plan, description | The exercise price of incentive stock options and nonqualified stock options will be no less than 100% of the fair value per share of the Company's common stock on the date of grant. If an individual owns capital stock representing more than 10% of the voting shares, the price of each share will be at least 110% of the fair value on the date of grant. Fair value is determined by the Board of Directors. Employee stock options generally vest 25% on the first anniversary of the grant date and then ratably over the next three years or ratably over 48 months. Nonemployee stock options generally vest ratably over a two-year period. Options expire after 10 years. |
Stock Option Plan (Details Na_2
Stock Option Plan (Details Narrative) (fuboTV Inc. Pre-Merger) (10-K) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
May 31, 2017 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Stock-based compensation | $ 24,081 | ||||||||
Proceeds from exercises of stock options | 324 | ||||||||
Unrecognized compensation expense | $ 50,600 | $ 50,600 | |||||||
Term of granted options | 7 years 3 months 19 days | ||||||||
Stock option outstanding | 14,593,916 | 14,593,916 | 16,667 | ||||||
Stock-based compensation expense for options granted | $ 6,305 | $ 8,715 | $ 10,061 | ||||||
Fubo TV Pre-Merger [Member] | |||||||||
Stock-based compensation | $ 368 | $ 376 | $ 1,511 | $ 952 | |||||
Shares available for future stock option grants | 351,158 | 270,019 | 270,022 | ||||||
Common stock options voting percentage description | Under the Plan, the board of directors may grant incentive stock options or nonqualified stock options. Incentive stock options may only be granted to employees. The exercise price of incentive stock options and nonqualified stock options will be no less than 100% of the fair value per share of the Company's common stock on the date of grant. If an individual owns capital stock representing more than 10% of the voting shares, the price of each share will be at least 110% of the fair value on the date of grant. Fair value is determined by the board of directors. Employee stock options generally vest 25% on the first anniversary of the grant date and then ratably over the next three years or ratably over 48 months. Nonemployee stock options generally vest ratably over a two-year period. Options expire after 10 years. | ||||||||
Weighted average grant date fair value of options granted | $ 3.67 | $ 3.44 | |||||||
Fair value of stock options granted to empleyees that vested | $ 2,861 | $ 936 | |||||||
Proceeds from exercises of stock options | $ 18 | $ 2 | 174 | 84 | |||||
Unrecognized compensation expense | $ 3,294 | $ 5,117 | |||||||
Term of granted options | 8 years 6 months 21 days | 3 years 9 months | |||||||
Stock option outstanding | 2,299,942 | 2,380,989 | |||||||
Fubo TV Pre-Merger [Member] | Non-employee [Member] | |||||||||
Stock option outstanding | 94,338 | 94,338 | |||||||
Stock-based compensation expense for options granted | $ 6 | $ 6 | |||||||
Number of shares issued of restricted stock | $ 41,652 | ||||||||
Shares vesting periods | 2 years | ||||||||
Fubo TV Pre-Merger [Member] | 2015 Equity Incentive Plan [Member] | |||||||||
Number of shares authorized for issuance under plan | 2,727,328 | 2,727,328 |
Stock Option Plan - Summary of
Stock Option Plan - Summary of Effects of Stock Based Compensation Expenses (Details) (fuboTV Inc. Pre-Merger) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Stock-based compensation | $ 24,081 | |||||
Fubo TV Pre-Merger [Member] | ||||||
Stock-based compensation | $ 368 | $ 376 | $ 1,511 | $ 952 | ||
Fubo TV Pre-Merger [Member] | Subscriber Related Expenses [Member] | ||||||
Stock-based compensation | 1 | 3 | 9 | 6 | ||
Fubo TV Pre-Merger [Member] | Sales and Marketing [Member] | ||||||
Stock-based compensation | 94 | 84 | 352 | 137 | ||
Fubo TV Pre-Merger [Member] | Technology and Development [Member] | ||||||
Stock-based compensation | 152 | 142 | 594 | 355 | ||
Fubo TV Pre-Merger [Member] | General and Administrative [Member] | ||||||
Stock-based compensation | $ 121 | $ 147 | $ 556 | $ 454 |
Stock Option Plan - Summary o_2
Stock Option Plan - Summary of Effects of Stock Based Compensation Expenses (Details) (fuboTV Inc. Pre-Merger) (10-K) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Stock-based compensation | $ 24,081 | |||||
Fubo TV Pre-Merger [Member] | ||||||
Stock-based compensation | $ 368 | $ 376 | $ 1,511 | $ 952 | ||
Fubo TV Pre-Merger [Member] | Subscriber Related Expenses [Member] | ||||||
Stock-based compensation | 1 | 3 | 9 | 6 | ||
Fubo TV Pre-Merger [Member] | Sales and Marketing [Member] | ||||||
Stock-based compensation | 94 | 84 | 352 | 137 | ||
Fubo TV Pre-Merger [Member] | Technology and Development [Member] | ||||||
Stock-based compensation | 152 | 142 | 594 | 355 | ||
Fubo TV Pre-Merger [Member] | General and Administrative [Member] | ||||||
Stock-based compensation | $ 121 | $ 147 | $ 556 | $ 454 |
Stock Option Plan - Schedule of
Stock Option Plan - Schedule of Fair Value of Stock Option (Details) (fuboTV Inc. Pre-Merger) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Mar. 31, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Dividend rate | 0.00% | 0.00% | |||
Minimum [Member] | |||||
Expected term (in years) | 5 years 3 months 19 days | 5 years 3 months 19 days | |||
Maximum [Member] | |||||
Expected term (in years) | 6 years 1 month 6 days | 6 years 1 month 6 days | |||
Fubo TV Pre-Merger [Member] | |||||
Risk-free interest rate | 2.57% | ||||
Expected volatility | 62.10% | 61.20% | |||
Dividend rate | 0.00% | 0.00% | 0.00% | ||
Fubo TV Pre-Merger [Member] | Minimum [Member] | |||||
Expected term (in years) | 4 years 1 month 27 days | 4 years 1 month 27 days | 3 years 8 months 9 days | ||
Risk-free interest rate | 2.10% | 2.45% | |||
Expected volatility | 62.40% | ||||
Fubo TV Pre-Merger [Member] | Maximum [Member] | |||||
Expected term (in years) | 4 years 7 months 6 days | 4 years 7 months 6 days | 4 years 4 months 6 days | ||
Risk-free interest rate | 2.57% | 2.96% | |||
Expected volatility | 62.80% |
Stock Option Plan - Schedule _2
Stock Option Plan - Schedule of Fair Value of Stock Option (Details) (fuboTV Inc. Pre-Merger) (10-K) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Mar. 31, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Dividend rate | 0.00% | 0.00% | |||
Minimum [Member] | |||||
Expected term (in years) | 5 years 3 months 19 days | 5 years 3 months 19 days | |||
Maximum [Member] | |||||
Expected term (in years) | 6 years 1 month 6 days | 6 years 1 month 6 days | |||
Fubo TV Pre-Merger [Member] | |||||
Risk-free interest rate | 2.57% | ||||
Expected volatility | 62.10% | 61.20% | |||
Dividend rate | 0.00% | 0.00% | 0.00% | ||
Fubo TV Pre-Merger [Member] | Minimum [Member] | |||||
Expected term (in years) | 4 years 1 month 27 days | 4 years 1 month 27 days | 3 years 8 months 9 days | ||
Risk-free interest rate | 2.10% | 2.45% | |||
Expected volatility | 62.40% | ||||
Fubo TV Pre-Merger [Member] | Maximum [Member] | |||||
Expected term (in years) | 4 years 7 months 6 days | 4 years 7 months 6 days | 4 years 4 months 6 days | ||
Risk-free interest rate | 2.57% | 2.96% | |||
Expected volatility | 62.80% |
Stock Option Plan - Summary o_3
Stock Option Plan - Summary of Share Activity (Details) (fuboTV Inc. Pre-Merger) (10-K) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Shares Outstanding, Beginning Balance | 16,667 | 16,667 | |||
Number of Options Outstanding, granted | 7,141,899 | ||||
Number of Shares Outstanding, Exercised | (226,740) | ||||
Number of Options Outstanding, forfeited | (389,008) | ||||
Number of Shares Outstanding, Ending Balance | 14,593,916 | 16,667 | |||
Number of Shares, Options Vested and Exercisable, Ending Balance | 6,081,567 | ||||
Weighted Average Exercise Price, Beginning Balance | $ 28.20 | $ 28.20 | |||
Weighted-Average Exercise Price, granted | 8.79 | ||||
Weighted-Average Exercise Price, exercised | 1.43 | ||||
Weighted Average Exercise Price, Ending Balance | 4.99 | $ 28.20 | |||
Weighted Average Exercise Price Options Vested and Exercisable, Ending Balance | $ 2.01 | ||||
Weighted-Average Remaining Contractual Term (Years), Beginning Balance | 7 years 3 months 19 days | ||||
Weighted-Average Remaining Contractual Term (Years), Ending Balance | 8 years 2 months 12 days | ||||
Weighted-Average Remaining Contractual Term (Years) Options Exercisable, Ending Balance | 6 years 10 months 25 days | ||||
Total Intrinsic Value, Beginning Balance | |||||
Total Intrinsic Value, Ending Balance | 61,234 | ||||
Total Intrinsic Value Options Vested and Exercisable, Ending Balance | $ 42,736 | ||||
Fubo TV Pre-Merger [Member] | |||||
Number of Shares Outstanding, Beginning Balance | 2,299,942 | 2,380,989 | 2,299,942 | 2,380,989 | |
Number of Options Outstanding, granted | 169,515 | ||||
Number of Shares Outstanding, Exercised | (4,820) | (1) | (81,050) | ||
Number of Options Outstanding, forfeited | (145,831) | ||||
Number of Options Outstanding, expired | (23,681) | ||||
Number of Shares Outstanding, Ending Balance | 2,299,942 | 2,380,989 | |||
Number of Shares, Options Vested and Exercisable, Ending Balance | 1,312,566 | ||||
Number of Options Outstanding, Vested and expected to vest Ending Blance | 2,299,942 | ||||
Weighted Average Exercise Price, Beginning Balance | $ 4.85 | $ 4.57 | $ 4.85 | $ 4.57 | |
Weighted-Average Exercise Price, granted | 7.38 | ||||
Weighted-Average Exercise Price, exercised | 2.16 | ||||
Weighted-Average Exercise Price, forfeited | 4.51 | ||||
Weighted-Average Exercise Price, expired | 0.06 | ||||
Weighted Average Exercise Price, Ending Balance | 4.85 | $ 4.57 | |||
Weighted Average Exercise Price Options Vested and Exercisable, Ending Balance | 3.58 | ||||
Weighted-Average Exercise Price Options Vested and expected to vest, Ending Balance | $ 4.85 | ||||
Weighted-Average Remaining Contractual Term (Years), Beginning Balance | 8 years 6 months 21 days | 3 years 9 months | |||
Weighted-Average Remaining Contractual Term (Years), Ending Balance | 7 years 8 months 23 days | ||||
Weighted-Average Remaining Contractual Term (Years) Options Exercisable, Ending Balance | 7 years 2 months 1 day | ||||
Weighted-Average Remaining Contractual Term (Years) Options Vested and expected to vest, Ending Balance | 7 years 8 months 23 days | ||||
Total Intrinsic Value, Beginning Balance | $ 5,848 | $ 6,351 | $ 5,848 | $ 6,351 | |
Total Intrinsic Value, Ending Balance | 5,848 | $ 6,351 | |||
Total Intrinsic Value Options Vested and Exercisable, Ending Balance | 5,010 | ||||
Aggregate Intrinsic Value of Outstanding Options Vested and expected to vest, Ending Balance | $ 5,848 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 6 Months Ended | 9 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Supplemental Cash Flow Information | ||||
Supplemental disclosure of cash flow information: Interest paid | $ 4,110 | $ 6,161 | $ 170 | |
Supplemental disclosure of cash flow information: Income tax paid | ||||
Issuance of convertible preferred stock for Merger | 566,124 | 566,124 | ||
Reclass of shares settled liability for intangible asset to stock-based compensation | 1,000 | $ 1,000 | ||
Issuance of common stock - subsidiary share exchange | 2,042 | |||
Reclass of shares settled liability to additional paid-in capital for issuance of common stock | 9,054 | |||
Lender advanced loan proceeds direct to fuboTV | 7,579 | |||
Accrued Series D Preferred Stock dividends | 17 | |||
Deemed dividend related to immediate accretion of redemption feature of convertible preferred stock settlement of liability | 171 | |||
Common stock issued for lease settlement | 130 | $ 130 | ||
Right-of-use assets exchanged for operating lease liabilities | $ 5,395 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Oct. 22, 2020 | Oct. 08, 2020 | Sep. 30, 2020 |
Repayment of debt | $ 1,600 | ||
Subsequent Event [Member] | Public Offering [Member] | |||
Number of shares sold in offering | 18,300,000 | ||
Sale of stock price per share | $ 10 | ||
Net proceeds from offering of shares | $ 170,200 | ||
Subsequent Event [Member] | Investment Bankers [Member] | |||
Number of shares sold in offering | 1,406,708 | ||
Sale of stock price per share | $ 10 | ||
Net proceeds from offering of shares | $ 13,100 |
Subsequent Events (Details Na_2
Subsequent Events (Details Narrative) (fuboTV Inc. Pre-Merger) - $ / shares | Apr. 02, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Stock options outstanding | 14,593,916 | 16,667 | ||
Weighted average price | $ 4.99 | $ 28.20 | ||
Series AA Convertible Preferred Stock [Member] | ||||
Preferred stock par value | $ 0.0001 | |||
Fubo TV Pre-Merger [Member] | ||||
Stock options outstanding | 2,299,942 | 2,380,989 | ||
Weighted average price | $ 4.85 | $ 4.57 | ||
Fubo TV Pre-Merger [Member] | Subsequent Event [Member] | Merger Agreement [Member] | ||||
Stock options outstanding | 8,051,098 | |||
Weighted average price | $ 1.32 | |||
Debt conversion, description | Each share of Series AA Preferred Stock is entitled to 0.8 votes per share and is convertible into two (2) shares of FaceBank's common stock, and shall only be convertible immediately following the sale of such shares on an arms'-length basis either pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act of 1933 (the "Securities Act") or pursuant to an effective registration statement under the Securities Act. Until | |||
Fubo TV Pre-Merger [Member] | Subsequent Event [Member] | Merger Agreement [Member] | Series AA Convertible Preferred Stock [Member] | ||||
Debt conversion shares | 32,324,362 | |||
Preferred stock par value | $ 0.0001 |
Subsequent Events (Details Na_3
Subsequent Events (Details Narrative) (fuboTV Inc. Pre-Merger) (10-K) - Fubo TV Pre-Merger [Member] - Subsequent Event [Member] - Welltower, Inc [Member] $ in Thousands | 1 Months Ended |
Feb. 29, 2020USD ($)ft² | |
Area of land | ft² | 6,300 |
Annual rent for space | $ | $ 455 |
Organization and Nature of Bu_3
Organization and Nature of Business (Details Narrative) (FaceBank Group, Inc Pre-Merger) - USD ($) | Mar. 20, 2020 | Mar. 19, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | Mar. 11, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 06, 2018 |
Notes payable | $ 61,679,000 | $ 36,373,000 | ||||||
Note Purchase Agreement [Member] | Senior Secured Promissory Notes [Member] | ||||||||
Debt face amount | $ 10,100,000 | |||||||
Proceeds from notes payable | 7,400,000 | |||||||
Original issue discount | 2,700,000 | |||||||
AMC Agreement [Member] | ||||||||
Notes payable | $ 23,600,000 | |||||||
Series AA Convertible Preferred Stock [Member] | ||||||||
Preferred stock, par value | $ 0.0001 | |||||||
Preferred stock voting rights | Each share of Series AA Preferred Stock shall have 0.8 votes per share (the Voting Rate") on any matter submitted to the holders of the Common Stock for a vote and shall vote together with the Common Stock on such matters for as long as the Series AA Preferred Stock is outstanding. | Each share of Series AA Convertible Preferred Stock is entitled to 0.8 votes per share and is convertible into two shares of our common stock, only in connection with the sale of such shares on an arms length basis either pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act or pursuant to an effective registration statement under the Securities Act. | ||||||
FaceBank Group, Inc Pre-Merger [Member] | ||||||||
Debt face amount | $ 10,050,000 | 375,000 | $ 889,000 | |||||
Original issue discount | 2,650,000 | 456,000 | ||||||
Notes payable | $ 3,406,000 | $ 36,373,000 | $ 2,475,000 | |||||
FaceBank Group, Inc Pre-Merger [Member] | Credit Agreement [Member] | HLEE Finance S.a.r.l [Member] | ||||||||
Line of credit facility, maximum borrowing capacity | $ 100,000,000 | |||||||
FaceBank Group, Inc Pre-Merger [Member] | Note Purchase Agreement [Member] | Senior Secured Promissory Notes [Member] | ||||||||
Debt face amount | 10,050,000 | |||||||
Proceeds from notes payable | 7,400,000 | |||||||
Original issue discount | $ 2,650,000 | |||||||
FaceBank Group, Inc Pre-Merger [Member] | AMC Agreement [Member] | ||||||||
Notes payable | $ 23,600,000 | |||||||
FaceBank Group, Inc Pre-Merger [Member] | Series AA Convertible Preferred Stock [Member] | ||||||||
Preferred stock, par value | $ 0.0001 | |||||||
Preferred stock voting rights | Each share of Series AA Preferred Stock shall have 0.8 votes per share (the Voting Rate") on any matter submitted to the holders of the Common Stock for a vote and shall vote together with the Common Stock on such matters for as long as the Series AA Preferred Stock is outstanding. | Each share of Series AA Preferred Stock is entitled to 0.8 votes per share and is convertible into two (2) shares of our common stock, only in connection with a bona fide transfer to a third party. |
Organization, Nature of Busin_2
Organization, Nature of Business and Basis of Presentation (Details Narrative) (FaceBank Group, Inc. Pre-Merger) (10-K) - $ / shares | Feb. 28, 2019 | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Jan. 09, 2019 | Dec. 31, 2018 |
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares authorized | 400,000,000 | 400,000,000 | ||||
FaceBank Group, Inc Pre-Merger [Member] | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 400,000,000 | 400,000,000 | 400,000,000 | 400,000,000 | ||
Reverse stock split | 1-for-30 reverse stock split | |||||
Conversion of stock | 15,000,000 |
Restatement for Correction of_3
Restatement for Correction of an Error (Details Narrative) (FaceBank Group, Inc. Pre-Merger) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Mar. 31, 2020 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2020 | Dec. 31, 2017 | |
Goodwill | $ 176,595 | $ 493,847 | $ 176,595 | $ 493,847 | $ 227,763 | $ 710,962 | |||||
Gain on extinguishment of debt | $ 1,321 | $ (9,827) | |||||||||
FaceBank Group, Inc Pre-Merger [Member] | |||||||||||
Goodwill | 176,595 | 176,595 | 227,763 | $ 149,975 | |||||||
Gain on extinguishment of debt | 51,200 | (11,919) | $ 1,852 | ||||||||
Nexway and Facebank AG [Member] | FaceBank Group, Inc Pre-Merger [Member] | |||||||||||
Goodwill | $ 79,700 | $ 79,700 |
Restatement for Correction of_4
Restatement for Correction of an Error (Details Narrative) (FaceBank Group, Inc. Pre-Merger) (10-K) - USD ($) $ in Thousands | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Goodwill | $ 493,847 | $ 710,962 | $ 176,595 | $ 227,763 | ||
FaceBank Group, Inc Pre-Merger [Member] | ||||||
Goodwill | $ 176,595 | 227,763 | $ 149,975 | |||
FaceBank Group, Inc Pre-Merger [Member] | Nexway [Member] | ||||||
Goodwill | $ 79,700 |
Restatement for Correction of_5
Restatement for Correction of an Error - Schedule of Restatement of Consolidated Balance Sheets and Operations (Details) (FaceBank Group, Inc. Pre-Merger) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Mar. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Total current assets | $ 58,016 | $ 58,016 | $ 17,973 | |||||||||
Financial assets at fair value | 1,965 | |||||||||||
Intangible assets | 238,440 | 238,440 | 116,646 | |||||||||
Goodwill | $ 176,595 | 493,847 | $ 710,962 | $ 176,595 | 493,847 | 227,763 | ||||||
Right-of-use assets | 4,886 | 4,886 | 3,519 | |||||||||
Total assets | 799,313 | 799,313 | 368,225 | |||||||||
Total current liabilities | 247,078 | 247,078 | 67,442 | |||||||||
Total liabilities | 290,376 | 290,376 | 145,049 | |||||||||
Series D Convertible Preferred stock, value | 462 | |||||||||||
Common stock, value | 5 | 5 | 3 | |||||||||
Additional paid-in capital | 385,030 | 385,030 | 257,002 | |||||||||
Accumulated deficit | (458,632) | (458,632) | (56,123) | |||||||||
Non-controlling interest | 16,410 | 16,410 | 22,602 | |||||||||
Total stockholders' equity | 176,191 | 508,937 | 687,869 | 176,191 | $ 234,077 | $ 228,713 | $ 231,656 | 508,937 | $ 234,077 | 222,714 | $ 232,550 | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY AND TEMPORARY EQUITY | 799,313 | 799,313 | 368,225 | |||||||||
Operating loss | (302,164) | (6,925) | (387,580) | (19,082) | ||||||||
Interest expense and financing costs | 2,203 | 1,094 | 18,109 | 1,994 | ||||||||
Gain on extinguishment of debt | 1,321 | (9,827) | ||||||||||
Loss of issuance of notes, bonds & warrants | (13,507) | |||||||||||
Change in fair value of warrant liability | 4,543 | 9,143 | ||||||||||
Change in fair value of subsidiary warrant liability | 831 | 3 | 4,432 | |||||||||
Change in fair value of shares settled liability | (1,665) | |||||||||||
Change in fair value of derivative liability | 101 | (1) | (426) | 1,017 | ||||||||
Total other income (expense) | 11,976 | (1,012) | (37,073) | 2,707 | ||||||||
Loss before income taxes | (290,188) | (7,937) | (424,653) | (16,375) | ||||||||
Income tax benefit | (16,071) | (1,028) | (20,589) | (3,234) | ||||||||
Net loss | (274,117) | $ (73,604) | (56,343) | (6,909) | $ (3,365) | (2,867) | (404,064) | (13,141) | (38,127) | (129,312) | ||
Less: net loss attributable to non-controlling interest | (128) | 1,555 | 2,653 | |||||||||
Net loss attributable to controlling interest | (274,117) | (6,781) | (402,509) | (15,794) | ||||||||
Net loss attributable to common stockholders | $ (274,117) | $ (7,166) | $ (402,509) | $ (16,179) | ||||||||
Net loss per share attributable to common stockholders Basic and diluted | $ (6.20) | $ (0.29) | $ (11) | $ (0.80) | ||||||||
Weighted average shares outstanding: Basic and diluted | 44,199,709 | 24,363,124 | 36,577,183 | 20,165,089 | ||||||||
FaceBank Group, Inc Pre-Merger [Member] | ||||||||||||
Total current assets | 10,211 | 10,211 | 17,973 | 31 | ||||||||
Deposits | 24 | 24 | 24 | 3 | ||||||||
Investment in Nexway at fair value | 2,374 | 2,374 | ||||||||||
Financial assets at fair value | 1,965 | 1,965 | 1,965 | |||||||||
Intangible assets | 111,459 | 111,459 | 116,646 | 136,078 | ||||||||
Goodwill | 176,595 | 176,595 | 227,763 | 149,975 | ||||||||
Right-of-use assets | 37 | 37 | 3,519 | |||||||||
Total assets | 302,665 | 302,665 | 368,225 | 286,101 | ||||||||
Total current liabilities | 41,601 | 41,601 | 67,442 | 18,551 | ||||||||
Total liabilities | 125,411 | 125,411 | 145,049 | 53,551 | ||||||||
Series D Convertible Preferred stock, value | 463 | 463 | 462 | |||||||||
Common stock, value | 3 | 3 | 3 | 1 | ||||||||
Additional paid-in capital | 270,397 | 270,397 | 257,002 | 227,570 | ||||||||
Accumulated deficit | (111,593) | (111,593) | (56,123) | (21,763) | ||||||||
Non-controlling interest | 17,984 | 17,984 | 22,602 | 26,742 | ||||||||
Total stockholders' equity | 176,791 | 176,791 | 222,714 | 232,550 | ||||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY AND TEMPORARY EQUITY | 302,665 | 302,665 | 368,225 | 286,101 | ||||||||
Operating loss | (18,128) | (6,195) | (38,885) | (14,963) | ||||||||
Interest expense and financing costs | (2,581) | |||||||||||
Gain on extinguishment of debt | 51,200 | (11,919) | 1,852 | |||||||||
Loss of issuance of notes, bonds & warrants | (24,053) | |||||||||||
Other expense | (436) | |||||||||||
Change in fair value of warrant liability | (366) | |||||||||||
Change in fair value of subsidiary warrant liability | (15) | 2,477 | 4,504 | (91) | ||||||||
Change in fair value of shares settled liability | (180) | |||||||||||
Change in fair value of derivative liability | 297 | 128 | 815 | 741 | ||||||||
Total other income (expense) | (39,253) | 2,159 | (4,514) | (243) | ||||||||
Loss before income taxes | (57,381) | (4,036) | (43,399) | (15,206) | ||||||||
Income tax benefit | (1,038) | (1,169) | (5,272) | (2,114) | ||||||||
Net loss | (56,343) | (2,867) | (38,127) | (13,092) | ||||||||
Less: net loss attributable to non-controlling interest | 873 | 599 | 3,767 | 2,482 | ||||||||
Net loss attributable to controlling interest | (55,470) | (3,466) | (34,360) | (10,610) | ||||||||
Less: Deemed dividend - beneficial conversion feature on preferred stock | (171) | (589) | ||||||||||
Net loss attributable to common stockholders | $ (55,641) | $ (3,466) | $ (34,958) | $ (10,610) | ||||||||
Net loss per share attributable to common stockholders Basic and diluted | $ (1.83) | $ (1.57) | $ (2.37) | |||||||||
Weighted average shares outstanding: Basic and diluted | 30,338,073 | 22,286,060 | 4,481,600 | |||||||||
FaceBank Group, Inc Pre-Merger [Member] | Previously Reported [Member] | ||||||||||||
Total current assets | 10,211 | $ 10,211 | $ 17,973 | |||||||||
Deposits | 24 | 24 | 24 | |||||||||
Investment in Nexway at fair value | 2,374 | 2,374 | ||||||||||
Financial assets at fair value | 1,965 | 1,965 | 1,965 | |||||||||
Intangible assets | 111,459 | 111,459 | 116,646 | |||||||||
Goodwill | 148,054 | 148,054 | 148,054 | |||||||||
Right-of-use assets | 37 | 37 | 3,519 | |||||||||
Total assets | 274,124 | 274,124 | 288,516 | |||||||||
Total current liabilities | 41,601 | 41,601 | 67,442 | |||||||||
Total liabilities | 125,411 | 125,411 | 145,049 | |||||||||
Series D Convertible Preferred stock, value | 463 | 463 | 462 | |||||||||
Common stock, value | 3 | 3 | 3 | |||||||||
Additional paid-in capital | 270,397 | 270,397 | 257,002 | |||||||||
Accumulated deficit | (140,134) | (140,134) | (135,832) | |||||||||
Non-controlling interest | 17,984 | 17,984 | ||||||||||
Total stockholders' equity | 148,250 | 148,250 | 143,005 | |||||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY AND TEMPORARY EQUITY | 274,124 | 274,124 | 288,516 | |||||||||
Operating loss | (18,128) | (113,326) | ||||||||||
Interest expense and financing costs | (2,581) | |||||||||||
Gain on extinguishment of debt | 39,249 | |||||||||||
Loss of issuance of notes, bonds & warrants | (24,053) | |||||||||||
Other expense | (436) | |||||||||||
Change in fair value of warrant liability | (366) | |||||||||||
Change in fair value of subsidiary warrant liability | (15) | 4,504 | ||||||||||
Change in fair value of shares settled liability | (180) | |||||||||||
Change in fair value of derivative liability | 297 | 815 | ||||||||||
Total other income (expense) | 11,915 | (9,782) | ||||||||||
Loss before income taxes | (6,213) | (123,108) | ||||||||||
Income tax benefit | (1,038) | 5,272 | ||||||||||
Net loss | (5,175) | (117,836) | ||||||||||
Less: net loss attributable to non-controlling interest | 873 | (3,767) | ||||||||||
Net loss attributable to controlling interest | (4,302) | (114,069) | ||||||||||
Less: Deemed dividend - beneficial conversion feature on preferred stock | (171) | (589) | ||||||||||
Net loss attributable to common stockholders | $ (4,473) | $ (114,667) | ||||||||||
Net loss per share attributable to common stockholders Basic and diluted | $ (0.15) | $ (5.15) | ||||||||||
Weighted average shares outstanding: Basic and diluted | 30,338,073 | 22,286,060 | ||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Effect of Restatement [Member] | ||||||||||||
Total current assets | ||||||||||||
Deposits | ||||||||||||
Investment in Nexway at fair value | ||||||||||||
Financial assets at fair value | ||||||||||||
Intangible assets | ||||||||||||
Goodwill | 28,541 | 28,541 | 79,709 | |||||||||
Right-of-use assets | ||||||||||||
Total assets | 28,541 | 28,541 | 79,709 | |||||||||
Total current liabilities | ||||||||||||
Total liabilities | ||||||||||||
Series D Convertible Preferred stock, value | ||||||||||||
Common stock, value | ||||||||||||
Additional paid-in capital | ||||||||||||
Accumulated deficit | 28,541 | 28,541 | 79,709 | |||||||||
Non-controlling interest | ||||||||||||
Total stockholders' equity | 28,541 | 28,541 | 79,709 | |||||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY AND TEMPORARY EQUITY | $ 28,541 | 28,541 | 79,709 | |||||||||
Operating loss | 74,441 | |||||||||||
Interest expense and financing costs | ||||||||||||
Gain on extinguishment of debt | (51,168) | |||||||||||
Loss of issuance of notes, bonds & warrants | ||||||||||||
Other expense | ||||||||||||
Change in fair value of warrant liability | ||||||||||||
Change in fair value of subsidiary warrant liability | ||||||||||||
Change in fair value of shares settled liability | ||||||||||||
Change in fair value of derivative liability | ||||||||||||
Total other income (expense) | (51,168) | 5,268 | ||||||||||
Loss before income taxes | (51,168) | 79,709 | ||||||||||
Income tax benefit | ||||||||||||
Net loss | (51,168) | 79,709 | ||||||||||
Less: net loss attributable to non-controlling interest | ||||||||||||
Net loss attributable to controlling interest | (51,168) | 79,709 | ||||||||||
Less: Deemed dividend - beneficial conversion feature on preferred stock | ||||||||||||
Net loss attributable to common stockholders | $ (51,168) | $ 79,709 | ||||||||||
Net loss per share attributable to common stockholders Basic and diluted | ||||||||||||
Weighted average shares outstanding: Basic and diluted |
Restatement for Correction of_6
Restatement for Correction of an Error - Schedule of Restatement of Consolidated Balance Sheets and Operations (Details) (FaceBank Group, Inc. Pre-Merger) (Parenthetical) - USD ($) $ / shares in Units, $ in Thousands | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Jan. 09, 2019 | Dec. 31, 2018 |
Series D Convertible Preferred stock , par value | $ 0.0001 | $ 0.0001 | |||
Series D Convertible Preferred stock, shares authorized | 2,000,000 | 2,000,000 | |||
Series D Convertible Preferred stock, shares issued | 0 | 461,839 | |||
Series D Convertible Preferred stock, shares outstanding | 0 | 461,839 | |||
Series D Convertible Preferred stock, liquidation preference | $ 0 | $ 462 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Common stock, shares authorized | 400,000,000 | 400,000,000 | |||
Common stock, shares issued | 47,531,170 | 28,912,500 | |||
Common stock, shares outstanding | 47,531,170 | 28,912,500 | |||
FaceBank Group, Inc Pre-Merger [Member] | |||||
Series D Convertible Preferred stock , par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Series D Convertible Preferred stock, shares authorized | 2,000,000 | 2,000,000 | 2,000,000 | ||
Series D Convertible Preferred stock, shares issued | 456,000 | 461,839 | |||
Series D Convertible Preferred stock, shares outstanding | 456,000 | 461,839 | |||
Series D Convertible Preferred stock, liquidation preference | $ 463 | $ 462 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 400,000,000 | 400,000,000 | 400,000,000 | 400,000,000 | |
Common stock, shares issued | 32,307,663 | 28,912,500 | 7,532,776 | ||
Common stock, shares outstanding | 32,307,663 | 28,912,500 | 7,532,776 | ||
FaceBank Group, Inc Pre-Merger [Member] | Previously Reported [Member] | |||||
Series D Convertible Preferred stock , par value | $ 0.0001 | ||||
Series D Convertible Preferred stock, shares authorized | 2,000,000 | ||||
Series D Convertible Preferred stock, shares issued | 461,839 | ||||
Series D Convertible Preferred stock, shares outstanding | 461,839 | ||||
Series D Convertible Preferred stock, liquidation preference | $ 463 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 400,000,000 | 400,000,000 | 400,000,000 | ||
Common stock, shares issued | 32,307,663 | 28,912,500 | 7,532,776 | ||
Common stock, shares outstanding | 32,307,663 | 28,912,500 | 7,532,776 | ||
FaceBank Group, Inc Pre-Merger [Member] | Effect of Restatement [Member] | |||||
Series D Convertible Preferred stock , par value | $ 0.0001 | ||||
Series D Convertible Preferred stock, shares authorized | 2,000,000 | ||||
Series D Convertible Preferred stock, shares issued | 461,839 | ||||
Series D Convertible Preferred stock, shares outstanding | 461,839 | ||||
Series D Convertible Preferred stock, liquidation preference | $ 463 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 400,000,000 | 400,000,000 | 400,000,000 | ||
Common stock, shares issued | 32,307,663 | 28,912,500 | 7,532,776 | ||
Common stock, shares outstanding | 32,307,663 | 28,912,500 | 7,532,776 |
Restatement for Correction of_7
Restatement for Correction of an Error - Schedule of Restatement of Consolidated Balance Sheets and Operations (Details) (FaceBank Group, Inc. Pre-Merger) (10-K) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Mar. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash | $ 38,864 | $ 38,864 | $ 7,624 | |||||||||
Accounts receivable, net | 6,975 | 6,975 | 8,904 | |||||||||
Total current assets | 58,016 | 58,016 | 17,973 | |||||||||
Property and equipment, net | 1,840 | 1,840 | 335 | |||||||||
Financial assets at fair value | 1,965 | |||||||||||
Intangible assets | 238,440 | 238,440 | 116,646 | |||||||||
Goodwill | $ 176,595 | 493,847 | $ 710,962 | $ 176,595 | 493,847 | 227,763 | ||||||
Right-of-use assets | 4,886 | 4,886 | 3,519 | |||||||||
Total assets | 799,313 | 799,313 | 368,225 | |||||||||
Accounts payable | 61,679 | 61,679 | 36,373 | |||||||||
Accrued expenses | 37,363 | 37,363 | 20,402 | |||||||||
Due to related parties | 85,847 | 85,847 | 665 | |||||||||
Notes payable - related parties | 35 | 35 | 368 | |||||||||
Convertible notes outstanding | 1,358 | |||||||||||
Shares settled liability for intangible asset | 43 | 43 | 1,000 | |||||||||
Profit share liability | 2,119 | 2,119 | 1,971 | |||||||||
Warrant liability - subsidiary | 21 | 21 | 24 | |||||||||
Derivative liability | 376 | |||||||||||
Current portion of lease liability | 903 | 903 | 815 | |||||||||
Total current liabilities | 247,078 | 247,078 | 67,442 | |||||||||
Deferred income taxes | 28,679 | 9,428 | 90,794 | 28,679 | 9,428 | 30,879 | ||||||
Other long-term liabilities | 3,968 | 3,968 | 41 | |||||||||
Lease liability | 3,997 | 3,997 | 2,705 | |||||||||
Total liabilities | 290,376 | 290,376 | 145,049 | |||||||||
COMMITMENTS AND CONTINGENCIES (Note 15) | ||||||||||||
Series D Convertible Preferred stock, value | 462 | |||||||||||
Common stock, value | 5 | 5 | 3 | |||||||||
Additional paid-in capital | 385,030 | 385,030 | 257,002 | |||||||||
Accumulated deficit | (458,632) | (458,632) | (56,123) | |||||||||
Accumulated other comprehensive loss | (770) | |||||||||||
Total stockholders' equity | 176,191 | 508,937 | 687,869 | 176,191 | $ 234,077 | $ 228,713 | $ 231,656 | 508,937 | $ 234,077 | 222,714 | $ 232,550 | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY AND TEMPORARY EQUITY | 799,313 | 799,313 | 368,225 | |||||||||
Revenues, net | 61,202 | 5,834 | 112,669 | 5,834 | ||||||||
General and administrative | 8,270 | 2,171 | 42,130 | 3,688 | ||||||||
Amortization of intangible assets | 14,300 | 5,200 | 33,800 | 15,500 | ||||||||
Impairment of intangible assets | 88,059 | 88,059 | ||||||||||
Impairment expense | 148,622 | 148,622 | ||||||||||
Depreciation | 100 | 300 | ||||||||||
Total operating expenses | 363,366 | 12,759 | 500,249 | 24,916 | ||||||||
Operating loss | (302,164) | (6,925) | (387,580) | (19,082) | ||||||||
Gain on extinguishment of debt | 1,321 | (9,827) | ||||||||||
Foreign currency loss | (1,010) | |||||||||||
Change in fair value of subsidiary warrant liability | 831 | 3 | 4,432 | |||||||||
Change in fair value of derivative liability | 101 | (1) | (426) | 1,017 | ||||||||
Change in fair value of Panda interests | (148) | (198) | ||||||||||
Total other income (expense) | 11,976 | (1,012) | (37,073) | 2,707 | ||||||||
Loss before income taxes | (290,188) | (7,937) | (424,653) | (16,375) | ||||||||
Income tax benefit | 16,071 | 1,028 | 20,589 | 3,234 | ||||||||
Net loss | (274,117) | $ (73,604) | (56,343) | (6,909) | $ (3,365) | (2,867) | (404,064) | (13,141) | (38,127) | (129,312) | ||
Less: net loss attributable to non-controlling interest | 128 | (1,555) | (2,653) | |||||||||
Net loss attributable to controlling interest | (274,117) | (6,781) | (402,509) | (15,794) | ||||||||
Less: Deemed dividend on Series D Preferred stock | (6) | (6) | ||||||||||
Net loss attributable to common stockholders | $ (274,117) | $ (7,166) | $ (402,509) | $ (16,179) | ||||||||
Net loss per share attributable to common stockholders Basic and diluted | $ (6.20) | $ (0.29) | $ (11) | $ (0.80) | ||||||||
Weighted average shares outstanding: Basic and diluted | 44,199,709 | 24,363,124 | 36,577,183 | 20,165,089 | ||||||||
FaceBank Group, Inc Pre-Merger [Member] | ||||||||||||
Cash | 81 | 81 | 7,624 | 31 | ||||||||
Accounts receivable, net | 8,904 | |||||||||||
Inventory | 49 | |||||||||||
Prepaid expenses | 130 | 130 | 1,396 | |||||||||
Total current assets | 10,211 | 10,211 | 17,973 | 31 | ||||||||
Property and equipment, net | 335 | 14 | ||||||||||
Deposits | 24 | 24 | 24 | 3 | ||||||||
Financial assets at fair value | 1,965 | 1,965 | 1,965 | |||||||||
Intangible assets | 111,459 | 111,459 | 116,646 | 136,078 | ||||||||
Goodwill | 176,595 | 176,595 | 227,763 | 149,975 | ||||||||
Right-of-use assets | 37 | 37 | 3,519 | |||||||||
Total assets | 302,665 | 302,665 | 368,225 | 286,101 | ||||||||
Accounts payable | 3,406 | 3,406 | 36,373 | 2,475 | ||||||||
Accrued expenses | 4,337 | 4,337 | 20,402 | 5,860 | ||||||||
Due to related parties | 665 | 398 | ||||||||||
Note payable | 4,090 | |||||||||||
Notes payable - related parties | 446 | 446 | 368 | 172 | ||||||||
Convertible notes outstanding | 1,962 | 1,962 | 1,358 | 587 | ||||||||
Convertible notes - related parties | 864 | |||||||||||
Shares settled liability for intangible asset | 1,000 | |||||||||||
Profit share liability | 1,971 | 1,971 | 1,971 | |||||||||
Warrant liability - subsidiary | 39 | 39 | 24 | 4,528 | ||||||||
Derivative liability | 389 | 389 | 376 | |||||||||
Current portion of lease liability | 37 | 37 | 815 | |||||||||
Total current liabilities | 41,601 | 41,601 | 67,442 | 18,551 | ||||||||
Deferred income taxes | 28,679 | 28,679 | 30,879 | 35,000 | ||||||||
Other long-term liabilities | 1 | 1 | 41 | |||||||||
Lease liability | 2,705 | |||||||||||
Long term borrowings | 43,982 | |||||||||||
Total liabilities | 125,411 | 125,411 | 145,049 | 53,551 | ||||||||
COMMITMENTS AND CONTINGENCIES (Note 15) | ||||||||||||
Series D Convertible Preferred stock, value | 463 | 463 | 462 | |||||||||
Common stock, value | 3 | 3 | 3 | 1 | ||||||||
Additional paid-in capital | 270,397 | 270,397 | 257,002 | 227,570 | ||||||||
Accumulated deficit | (111,593) | (111,593) | (56,123) | (21,763) | ||||||||
Non-controlling interest | 22,602 | |||||||||||
Accumulated other comprehensive loss | (770) | |||||||||||
Total stockholders' equity | 176,791 | 176,791 | 222,714 | 232,550 | ||||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY AND TEMPORARY EQUITY | 302,665 | 302,665 | 368,225 | 286,101 | ||||||||
Revenues, net | 7,295 | 4,271 | ||||||||||
Total revenues | 7,295 | 4,271 | ||||||||||
General and administrative | 20,203 | 1,037 | 13,793 | 6,746 | ||||||||
Amortization of intangible assets | 5,217 | 5,153 | 20,682 | 8,209 | ||||||||
Impairment of intangible assets | 8,598 | |||||||||||
Depreciation | 3 | 5 | 83 | 8 | ||||||||
Total operating expenses | 25,423 | 6,195 | 43,156 | 14,963 | ||||||||
Operating loss | (18,128) | (6,195) | (38,885) | (14,963) | ||||||||
Interest expense and financing costs | (2,581) | (446) | (2,062) | (2,651) | ||||||||
Gain on extinguishment of debt | 51,200 | (11,919) | 1,852 | |||||||||
Loss on deconsolidation of Nexway | (8,281) | |||||||||||
Foreign currency loss | (18) | |||||||||||
Other expense | 726 | |||||||||||
Change in fair value of subsidiary warrant liability | (15) | 2,477 | 4,504 | (91) | ||||||||
Change in fair value of derivative liability | 297 | 128 | 815 | 741 | ||||||||
Change in fair value of Panda interests | (198) | |||||||||||
Total other income (expense) | (39,253) | 2,159 | (4,514) | (243) | ||||||||
Loss before income taxes | (57,381) | (4,036) | (43,399) | (15,206) | ||||||||
Income tax benefit | 1,038 | 1,169 | 5,272 | 2,114 | ||||||||
Net loss | (56,343) | (2,867) | (38,127) | (13,092) | ||||||||
Less: net loss attributable to non-controlling interest | (873) | (599) | (3,767) | (2,482) | ||||||||
Net loss attributable to controlling interest | (55,470) | (3,466) | (34,360) | (10,610) | ||||||||
Less: Deemed dividend on Series D Preferred stock | (9) | |||||||||||
Less: Deemed dividend - beneficial conversion feature on preferred stock | (171) | (589) | ||||||||||
Net loss attributable to common stockholders | $ (55,641) | $ (3,466) | (34,958) | (10,610) | ||||||||
Foreign currency translation adjustment | (770) | |||||||||||
Comprehensive loss | $ (35,728) | $ (10,610) | ||||||||||
Net loss per share attributable to common stockholders Basic and diluted | $ (1.83) | $ (1.57) | $ (2.37) | |||||||||
Weighted average shares outstanding: Basic and diluted | 30,338,073 | 22,286,060 | 4,481,600 | |||||||||
FaceBank Group, Inc Pre-Merger [Member] | Series A Preferred Stock [Member] | ||||||||||||
Preferred stock value | ||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Series B Convertible Preferred Stock [Member] | ||||||||||||
Preferred stock value | ||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Series C Convertible Preferred Stock [Member] | ||||||||||||
Preferred stock value | ||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Series X Convertible Preferred Stock [Member] | ||||||||||||
Preferred stock value | ||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Previously Reported [Member] | ||||||||||||
Cash | 7,624 | |||||||||||
Accounts receivable, net | 8,904 | |||||||||||
Inventory | 49 | |||||||||||
Prepaid expenses | 1,396 | |||||||||||
Total current assets | 10,211 | 10,211 | 17,973 | |||||||||
Property and equipment, net | 335 | |||||||||||
Deposits | 24 | 24 | 24 | |||||||||
Financial assets at fair value | 1,965 | 1,965 | 1,965 | |||||||||
Intangible assets | 111,459 | 111,459 | 116,646 | |||||||||
Goodwill | 148,054 | 148,054 | 148,054 | |||||||||
Right-of-use assets | 37 | 37 | 3,519 | |||||||||
Total assets | 274,124 | 274,124 | 288,516 | |||||||||
Accounts payable | 36,373 | |||||||||||
Accrued expenses | 20,402 | |||||||||||
Due to related parties | 665 | |||||||||||
Note payable | 4,090 | |||||||||||
Notes payable - related parties | 368 | |||||||||||
Convertible notes outstanding | 1,358 | |||||||||||
Convertible notes - related parties | ||||||||||||
Shares settled liability for intangible asset | 1,000 | |||||||||||
Profit share liability | 1,971 | |||||||||||
Warrant liability - subsidiary | 24 | |||||||||||
Derivative liability | 376 | |||||||||||
Current portion of lease liability | 815 | |||||||||||
Total current liabilities | 41,601 | 41,601 | 67,442 | |||||||||
Deferred income taxes | 30,879 | |||||||||||
Other long-term liabilities | 41 | |||||||||||
Lease liability | 2,705 | |||||||||||
Long term borrowings | 43,982 | |||||||||||
Total liabilities | 125,411 | 125,411 | 145,049 | |||||||||
COMMITMENTS AND CONTINGENCIES (Note 15) | ||||||||||||
Series D Convertible Preferred stock, value | 463 | 463 | 462 | |||||||||
Common stock, value | 3 | 3 | 3 | |||||||||
Additional paid-in capital | 270,397 | 270,397 | 257,002 | |||||||||
Accumulated deficit | (140,134) | (140,134) | (135,832) | |||||||||
Non-controlling interest | 22,602 | |||||||||||
Accumulated other comprehensive loss | (770) | |||||||||||
Total stockholders' equity | 148,250 | 148,250 | 143,005 | |||||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY AND TEMPORARY EQUITY | 274,124 | 274,124 | 288,516 | |||||||||
Revenues, net | 4,271 | |||||||||||
Total revenues | 4,271 | |||||||||||
General and administrative | 13,793 | |||||||||||
Amortization of intangible assets | 20,682 | |||||||||||
Impairment of intangible assets | 8,598 | |||||||||||
Impairment expense | 74,441 | |||||||||||
Depreciation | 83 | |||||||||||
Total operating expenses | 117,597 | |||||||||||
Operating loss | (18,128) | (113,326) | ||||||||||
Interest expense and financing costs | (2,062) | |||||||||||
Gain on extinguishment of debt | 39,249 | |||||||||||
Loss on deconsolidation of Nexway | (13,549) | |||||||||||
Foreign currency loss | (18) | |||||||||||
Other expense | 726 | |||||||||||
Change in fair value of subsidiary warrant liability | (15) | 4,504 | ||||||||||
Change in fair value of derivative liability | 297 | 815 | ||||||||||
Change in fair value of Panda interests | (198) | |||||||||||
Total other income (expense) | 11,915 | (9,782) | ||||||||||
Loss before income taxes | (6,213) | (123,108) | ||||||||||
Income tax benefit | 1,038 | (5,272) | ||||||||||
Net loss | (5,175) | (117,836) | ||||||||||
Less: net loss attributable to non-controlling interest | (873) | 3,767 | ||||||||||
Net loss attributable to controlling interest | (4,302) | (114,069) | ||||||||||
Less: Deemed dividend on Series D Preferred stock | (9) | |||||||||||
Less: Deemed dividend - beneficial conversion feature on preferred stock | (171) | (589) | ||||||||||
Net loss attributable to common stockholders | $ (4,473) | (114,667) | ||||||||||
Foreign currency translation adjustment | (770) | |||||||||||
Comprehensive loss | $ (115,437) | |||||||||||
Net loss per share attributable to common stockholders Basic and diluted | $ (0.15) | $ (5.15) | ||||||||||
Weighted average shares outstanding: Basic and diluted | 30,338,073 | 22,286,060 | ||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Previously Reported [Member] | Series A Preferred Stock [Member] | ||||||||||||
Preferred stock value | ||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Previously Reported [Member] | Series B Convertible Preferred Stock [Member] | ||||||||||||
Preferred stock value | ||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Previously Reported [Member] | Series C Convertible Preferred Stock [Member] | ||||||||||||
Preferred stock value | ||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Previously Reported [Member] | Series X Convertible Preferred Stock [Member] | ||||||||||||
Preferred stock value | ||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Effect of Restatement [Member] | ||||||||||||
Cash | ||||||||||||
Accounts receivable, net | ||||||||||||
Inventory | ||||||||||||
Prepaid expenses | ||||||||||||
Total current assets | ||||||||||||
Property and equipment, net | ||||||||||||
Deposits | ||||||||||||
Financial assets at fair value | ||||||||||||
Intangible assets | ||||||||||||
Goodwill | 28,541 | 28,541 | 79,709 | |||||||||
Right-of-use assets | ||||||||||||
Total assets | 28,541 | 28,541 | 79,709 | |||||||||
Accounts payable | ||||||||||||
Accrued expenses | ||||||||||||
Due to related parties | ||||||||||||
Note payable | ||||||||||||
Notes payable - related parties | ||||||||||||
Convertible notes outstanding | ||||||||||||
Convertible notes - related parties | ||||||||||||
Shares settled liability for intangible asset | ||||||||||||
Profit share liability | ||||||||||||
Warrant liability - subsidiary | ||||||||||||
Derivative liability | ||||||||||||
Current portion of lease liability | ||||||||||||
Total current liabilities | ||||||||||||
Deferred income taxes | ||||||||||||
Other long-term liabilities | ||||||||||||
Lease liability | ||||||||||||
Long term borrowings | ||||||||||||
Total liabilities | ||||||||||||
COMMITMENTS AND CONTINGENCIES (Note 15) | ||||||||||||
Series D Convertible Preferred stock, value | ||||||||||||
Common stock, value | ||||||||||||
Additional paid-in capital | ||||||||||||
Accumulated deficit | 28,541 | 28,541 | 79,709 | |||||||||
Non-controlling interest | ||||||||||||
Accumulated other comprehensive loss | ||||||||||||
Total stockholders' equity | 28,541 | 28,541 | 79,709 | |||||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY AND TEMPORARY EQUITY | $ 28,541 | 28,541 | 79,709 | |||||||||
Revenues, net | ||||||||||||
Total revenues | ||||||||||||
General and administrative | ||||||||||||
Amortization of intangible assets | ||||||||||||
Impairment of intangible assets | ||||||||||||
Impairment expense | (74,441) | |||||||||||
Depreciation | ||||||||||||
Total operating expenses | (74,441) | |||||||||||
Operating loss | 74,441 | |||||||||||
Interest expense and financing costs | ||||||||||||
Gain on extinguishment of debt | (51,168) | |||||||||||
Loss on deconsolidation of Nexway | 5,268 | |||||||||||
Foreign currency loss | ||||||||||||
Other expense | ||||||||||||
Change in fair value of subsidiary warrant liability | ||||||||||||
Change in fair value of derivative liability | ||||||||||||
Change in fair value of Panda interests | ||||||||||||
Total other income (expense) | (51,168) | 5,268 | ||||||||||
Loss before income taxes | (51,168) | 79,709 | ||||||||||
Income tax benefit | ||||||||||||
Net loss | (51,168) | 79,709 | ||||||||||
Less: net loss attributable to non-controlling interest | ||||||||||||
Net loss attributable to controlling interest | (51,168) | 79,709 | ||||||||||
Less: Deemed dividend on Series D Preferred stock | ||||||||||||
Less: Deemed dividend - beneficial conversion feature on preferred stock | ||||||||||||
Net loss attributable to common stockholders | $ (51,168) | 79,709 | ||||||||||
Foreign currency translation adjustment | ||||||||||||
Comprehensive loss | $ 79,709 | |||||||||||
Net loss per share attributable to common stockholders Basic and diluted | ||||||||||||
Weighted average shares outstanding: Basic and diluted | ||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Effect of Restatement [Member] | Series A Preferred Stock [Member] | ||||||||||||
Preferred stock value | ||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Effect of Restatement [Member] | Series B Convertible Preferred Stock [Member] | ||||||||||||
Preferred stock value | ||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Effect of Restatement [Member] | Series C Convertible Preferred Stock [Member] | ||||||||||||
Preferred stock value | ||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Effect of Restatement [Member] | Series X Convertible Preferred Stock [Member] | ||||||||||||
Preferred stock value |
Restatement for Correction of_8
Restatement for Correction of an Error - Schedule of Restatement of Consolidated Balance Sheets and Operations (Details) (FaceBank Group, Inc. Pre-Merger) (10-K) (Parenthetical) - USD ($) $ / shares in Units, $ in Thousands | Sep. 30, 2020 | Mar. 31, 2020 | Mar. 20, 2020 | Dec. 31, 2019 | Jan. 09, 2019 | Dec. 31, 2018 |
Convertible notes, net of discount | $ 710 | |||||
Series D Convertible Preferred stock , par value | $ 0.0001 | $ 0.0001 | ||||
Series D Convertible Preferred stock, shares authorized | 2,000,000 | 2,000,000 | ||||
Series D Convertible Preferred stock, shares issued | 0 | 461,839 | ||||
Series D Convertible Preferred stock, shares outstanding | 0 | 461,839 | ||||
Series D Convertible Preferred stock, liquidation preference | $ 0 | $ 462 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares authorized | 400,000,000 | 400,000,000 | ||||
Common stock, shares issued | 47,531,170 | 28,912,500 | ||||
Common stock, shares outstanding | 47,531,170 | 28,912,500 | ||||
Series A Preferred Stock [Member] | ||||||
Preferred stock, par value | $ 0.0001 | |||||
Preferred stock, shares authorized | 5,000,000 | |||||
FaceBank Group, Inc Pre-Merger [Member] | ||||||
Convertible notes, net of discount | $ 945 | $ 710 | $ 456 | |||
Series D Convertible Preferred stock , par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Series D Convertible Preferred stock, shares authorized | 2,000,000 | 2,000,000 | 2,000,000 | |||
Series D Convertible Preferred stock, shares issued | 456,000 | 461,839 | ||||
Series D Convertible Preferred stock, shares outstanding | 456,000 | 461,839 | ||||
Series D Convertible Preferred stock, liquidation preference | $ 463 | $ 462 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 400,000,000 | 400,000,000 | 400,000,000 | 400,000,000 | ||
Common stock, shares issued | 32,307,663 | 28,912,500 | 7,532,776 | |||
Common stock, shares outstanding | 32,307,663 | 28,912,500 | 7,532,776 | |||
FaceBank Group, Inc Pre-Merger [Member] | Series A Preferred Stock [Member] | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | |||
Preferred stock, shares issued | 0 | 0 | ||||
Preferred stock, shares outstanding | 0 | 0 | ||||
FaceBank Group, Inc Pre-Merger [Member] | Series B Convertible Preferred Stock [Member] | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||
Preferred stock, shares issued | 0 | 0 | ||||
Preferred stock, shares outstanding | 0 | 0 | ||||
FaceBank Group, Inc Pre-Merger [Member] | Series C Convertible Preferred Stock [Member] | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares authorized | 41,000,000 | 41,000,000 | ||||
Preferred stock, shares issued | 0 | 0 | ||||
Preferred stock, shares outstanding | 0 | 0 | ||||
FaceBank Group, Inc Pre-Merger [Member] | Series X Convertible Preferred Stock [Member] | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||
Preferred stock, shares issued | 0 | 1,000,000 | ||||
Preferred stock, shares outstanding | 0 | 1,000,000 | ||||
FaceBank Group, Inc Pre-Merger [Member] | Previously Reported [Member] | ||||||
Convertible notes, net of discount | $ 710 | $ 456 | ||||
Series D Convertible Preferred stock , par value | $ 0.0001 | |||||
Series D Convertible Preferred stock, shares authorized | 2,000,000 | |||||
Series D Convertible Preferred stock, shares issued | 461,839 | |||||
Series D Convertible Preferred stock, shares outstanding | 461,839 | |||||
Series D Convertible Preferred stock, liquidation preference | $ 463 | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock, shares authorized | 400,000,000 | 400,000,000 | 400,000,000 | |||
Common stock, shares issued | 32,307,663 | 28,912,500 | 7,532,776 | |||
Common stock, shares outstanding | 32,307,663 | 28,912,500 | 7,532,776 | |||
FaceBank Group, Inc Pre-Merger [Member] | Previously Reported [Member] | Series A Preferred Stock [Member] | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||||
Preferred stock, shares issued | 0 | 0 | ||||
Preferred stock, shares outstanding | 0 | 0 | ||||
FaceBank Group, Inc Pre-Merger [Member] | Previously Reported [Member] | Series B Convertible Preferred Stock [Member] | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||
Preferred stock, shares issued | 0 | 0 | ||||
Preferred stock, shares outstanding | 0 | 0 | ||||
FaceBank Group, Inc Pre-Merger [Member] | Previously Reported [Member] | Series C Convertible Preferred Stock [Member] | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares authorized | 41,000,000 | 41,000,000 | ||||
Preferred stock, shares issued | 0 | 0 | ||||
Preferred stock, shares outstanding | 0 | 0 | ||||
FaceBank Group, Inc Pre-Merger [Member] | Previously Reported [Member] | Series X Convertible Preferred Stock [Member] | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||
Preferred stock, shares issued | 0 | 1,000,000 | ||||
Preferred stock, shares outstanding | 0 | 1,000,000 | ||||
FaceBank Group, Inc Pre-Merger [Member] | Effect of Restatement [Member] | ||||||
Convertible notes, net of discount | $ 710 | $ 456 | ||||
Series D Convertible Preferred stock , par value | $ 0.0001 | |||||
Series D Convertible Preferred stock, shares authorized | 2,000,000 | |||||
Series D Convertible Preferred stock, shares issued | 461,839 | |||||
Series D Convertible Preferred stock, shares outstanding | 461,839 | |||||
Series D Convertible Preferred stock, liquidation preference | $ 463 | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock, shares authorized | 400,000,000 | 400,000,000 | 400,000,000 | |||
Common stock, shares issued | 32,307,663 | 28,912,500 | 7,532,776 | |||
Common stock, shares outstanding | 32,307,663 | 28,912,500 | 7,532,776 | |||
FaceBank Group, Inc Pre-Merger [Member] | Effect of Restatement [Member] | Series A Preferred Stock [Member] | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||||
Preferred stock, shares issued | 0 | 0 | ||||
Preferred stock, shares outstanding | 0 | 0 | ||||
FaceBank Group, Inc Pre-Merger [Member] | Effect of Restatement [Member] | Series B Convertible Preferred Stock [Member] | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||
Preferred stock, shares issued | 0 | 0 | ||||
Preferred stock, shares outstanding | 0 | 0 | ||||
FaceBank Group, Inc Pre-Merger [Member] | Effect of Restatement [Member] | Series C Convertible Preferred Stock [Member] | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares authorized | 41,000,000 | 41,000,000 | ||||
Preferred stock, shares issued | 0 | 0 | ||||
Preferred stock, shares outstanding | 0 | 0 | ||||
FaceBank Group, Inc Pre-Merger [Member] | Effect of Restatement [Member] | Series X Convertible Preferred Stock [Member] | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||
Preferred stock, shares issued | 0 | 1,000,000 | ||||
Preferred stock, shares outstanding | 0 | 1,000,000 |
Liquidity, Going Concern and _4
Liquidity, Going Concern and Management Plans (Details Narrative) (FaceBank Group, Inc. Pre-Merger) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Working capital deficit | $ (189,100) | $ (189,100) | ||||||||
Accumulated deficit | (458,632) | (458,632) | $ (56,123) | |||||||
Net loss | $ (274,117) | $ (73,604) | $ (56,343) | $ (6,909) | $ (3,365) | $ (2,867) | $ (404,064) | $ (13,141) | (38,127) | $ (129,312) |
FaceBank Group, Inc Pre-Merger [Member] | ||||||||||
Cash | 100 | |||||||||
Working capital deficit | (31,400) | (49,600) | ||||||||
Accumulated deficit | (111,593) | (56,123) | (21,763) | |||||||
Net loss | $ (56,343) | $ (2,867) | (38,127) | $ (13,092) | ||||||
FaceBank Group, Inc Pre-Merger [Member] | Fubo Tv [Member] | ||||||||||
Net loss | $ 173,700 |
Liquidity, Going Concern and _5
Liquidity, Going Concern and Management Plans (Details Narrative) (FaceBank Group, Inc. Pre-Merger) (10-K) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash | $ 38,864 | $ 38,864 | $ 7,624 | |||||||
Working capital deficit | (189,100) | (189,100) | ||||||||
Accumulated deficit | (458,632) | (458,632) | (56,123) | |||||||
Net loss | $ (274,117) | $ (73,604) | $ (56,343) | $ (6,909) | $ (3,365) | $ (2,867) | (404,064) | $ (13,141) | (38,127) | $ (129,312) |
Net cash provided by (used in) operating activities | $ (72,450) | $ 1,257 | ||||||||
FaceBank Group, Inc Pre-Merger [Member] | ||||||||||
Cash | 81 | 7,624 | 31 | |||||||
Working capital deficit | (31,400) | (49,600) | ||||||||
Accumulated deficit | (111,593) | (56,123) | (21,763) | |||||||
Net loss | (56,343) | (2,867) | (38,127) | (13,092) | ||||||
Net cash provided by (used in) operating activities | $ (7,478) | $ (582) | $ 1,731 | $ (3,153) |
Summary of Significant Accou_15
Summary of Significant Accounting Policies (Details Narrative) (FaceBank Group, Inc. Pre-Merger) | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Evolution AI Corporation [Member] | |||
Ownership interest percentage | 99.70% | ||
Highlight Finance Corp [Member] | |||
Ownership interest percentage | 70.00% | ||
Pulse Evolution Corporation [Member] | |||
Ownership interest percentage | 76.00% | ||
FaceBank Group, Inc Pre-Merger [Member] | Evolution AI Corporation [Member] | |||
Ownership interest percentage | 99.70% | 99.70% | |
FaceBank Group, Inc Pre-Merger [Member] | Highlight Finance Corp [Member] | |||
Ownership interest percentage | 70.00% | 70.00% | |
FaceBank Group, Inc Pre-Merger [Member] | Pulse Evolution Corporation [Member] | |||
Ownership interest percentage | 76.00% | 68.00% |
Summary of Significant Accou_16
Summary of Significant Accounting Policies (Details Narrative) (FaceBank Group, Inc. Pre-Merger) (10-K) $ in Thousands | Jan. 02, 2017 | Sep. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Sep. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($)Integer | Dec. 31, 2018USD ($) | Sep. 16, 2019 |
Impairment of intangible assets | $ 88,059 | $ 88,059 | ||||||||
Impairment expense | 148,622 | 148,622 | ||||||||
Deferred tax liabilities | $ 376 | |||||||||
Revenues, net | $ 61,202 | $ 5,834 | $ 112,669 | $ 5,834 | ||||||
Facebank AG [Member] | ||||||||||
Ownership interest percentage | 100.00% | 100.00% | ||||||||
Nexway AG [Member] | ||||||||||
Ownership interest percentage | 62.30% | |||||||||
Evolution AI Corporation [Member] | ||||||||||
Ownership interest percentage | 99.70% | 99.70% | ||||||||
Highlight Finance Corp [Member] | ||||||||||
Ownership interest percentage | 70.00% | 70.00% | ||||||||
Pulse Evolution Corporation [Member] | ||||||||||
Ownership interest percentage | 76.00% | 76.00% | ||||||||
FaceBank Group, Inc Pre-Merger [Member] | ||||||||||
Cash equivalents | ||||||||||
Insurance fund covering description | Under the EU banking directive of 94/19/EC, both Germany and France created insurance funds covering 100,000 EUR per account. | |||||||||
Impairment of intangible assets | $ 8,598 | |||||||||
Deferred tax liabilities | $ 389 | 376 | ||||||||
Revenues, net | $ 7,295 | $ 4,271 | ||||||||
Forfeiture rate awards percentage | 0.00% | |||||||||
Number of reporting units | Integer | 1 | |||||||||
Number of operating segments | Integer | 1 | |||||||||
FaceBank Group, Inc Pre-Merger [Member] | Facebank AG [Member] | ||||||||||
Ownership interest percentage | 49.00% | |||||||||
Deferred tax liabilities | $ 1,200 | |||||||||
FaceBank Group, Inc Pre-Merger [Member] | Nexway AG [Member] | ||||||||||
Ownership interest percentage | 62.30% | |||||||||
Impairment of intangible assets | (450) | |||||||||
Deferred tax liabilities | $ 500 | |||||||||
FaceBank Group, Inc Pre-Merger [Member] | Furniture and Fixtures [Member] | ||||||||||
Property and equipment estimated useful life | 5 years | |||||||||
FaceBank Group, Inc Pre-Merger [Member] | Two Vendors [Member] | ||||||||||
Concentration risk, percentage | 47.00% | |||||||||
FaceBank Group, Inc Pre-Merger [Member] | Accounts Receivable [Member] | ||||||||||
Concentration risk, percentage | 10.00% | |||||||||
FaceBank Group, Inc Pre-Merger [Member] | Accounts Payable [Member] | Two Vendors [Member] | ||||||||||
Concentration risk, percentage | 60.00% | |||||||||
FaceBank Group, Inc Pre-Merger [Member] | Evolution AI Corporation [Member] | ||||||||||
Ownership interest percentage | 99.70% | 99.70% | ||||||||
Deferred tax liabilities | $ 36,900 | |||||||||
Non controlling interest percentage | 32.00% | |||||||||
FaceBank Group, Inc Pre-Merger [Member] | Nexway AG [Member] | ||||||||||
Ownership interest percentage | 62.30% | |||||||||
FaceBank Group, Inc Pre-Merger [Member] | Highlight Finance Corp [Member] | ||||||||||
Ownership interest percentage | 70.00% | 70.00% | ||||||||
FaceBank Group, Inc Pre-Merger [Member] | Pulse Evolution Corporation [Member] | ||||||||||
Ownership interest percentage | 76.00% | 68.00% | ||||||||
FaceBank Group, Inc Pre-Merger [Member] | Namegames [Member] | ||||||||||
Deferred tax liabilities | $ 200 |
Summary of Significant Accou_17
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) (FaceBank Group, Inc. Pre-Merger) - shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Total | 92,139,470 | 1,281,398 | ||||
Common Stock Purchase Warrants [Member] | ||||||
Total | 9,538,533 | 200,007 | ||||
Series D Convertible Preferred Stock Shares [Member] | ||||||
Total | 455,233 | |||||
Stock Options [Member] | ||||||
Total | 17,952,213 | 16,667 | ||||
Convertible Notes Variable Settlement Feature [Member] | ||||||
Total | 609,491 | |||||
FaceBank Group, Inc Pre-Merger [Member] | ||||||
Total | 983,785 | 794,177 | 868,609 | 15,212,917 | ||
FaceBank Group, Inc Pre-Merger [Member] | Common Stock Purchase Warrants [Member] | ||||||
Total | 200,007 | 200,007 | 200,007 | 7 | ||
FaceBank Group, Inc Pre-Merger [Member] | Series D Convertible Preferred Stock Shares [Member] | ||||||
Total | 456,000 | |||||
FaceBank Group, Inc Pre-Merger [Member] | Stock Options [Member] | ||||||
Total | 16,667 | 16,667 | 16,667 | 16,667 | ||
FaceBank Group, Inc Pre-Merger [Member] | Convertible Notes Variable Settlement Feature [Member] | ||||||
Total | 311,111 | 577,503 | 190,096 | 196,243 |
Summary of Significant Accou_18
Summary of Significant Accounting Policies - Schedule of Deferred Tax Liability (Details) (FaceBank Group, Inc. Pre-Merger) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Beginning balance | $ 90,794 | $ 30,879 | $ 30,879 | |||||
Income tax benefit | (16,071) | $ (1,028) | (20,589) | $ (3,234) | ||||
Deconsolidation of Nexway | (1,162) | |||||||
Ending balance | $ 9,428 | 28,679 | 9,428 | $ 30,879 | ||||
FaceBank Group, Inc Pre-Merger [Member] | ||||||||
Beginning balance | 30,879 | $ 35,000 | $ 30,879 | $ 35,000 | 35,000 | |||
Income tax benefit | (1,038) | $ (1,169) | (5,272) | $ (2,114) | ||||
Deconsolidation of Nexway | (1,162) | |||||||
Ending balance | $ 28,679 | $ 30,879 | $ 35,000 |
Summary of Significant Accou_19
Summary of Significant Accounting Policies - Schedule of Estimated Useful Life of Intangible Assets (Details) (FaceBank Group, Inc Pre-Merger) (10-K) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Digital Asset Library [Member] | ||||
Definite lived intangible assets estimated useful lives | 5 years | |||
Digital Asset Library [Member] | Minimum [Member] | ||||
Definite lived intangible assets estimated useful lives | 5 years | |||
Digital Asset Library [Member] | Maximum [Member] | ||||
Definite lived intangible assets estimated useful lives | 7 years | |||
Intellectual Property [Member] | ||||
Definite lived intangible assets estimated useful lives | 7 years | 7 years | ||
Customer Relationships [Member] | ||||
Definite lived intangible assets estimated useful lives | 2 years | 11 years | ||
FaceBank Group, Inc Pre-Merger [Member] | Human Animation Technologies [Member] | ||||
Definite lived intangible assets estimated useful lives | 7 years | |||
FaceBank Group, Inc Pre-Merger [Member] | Trademark and Trade Names [Member] | ||||
Definite lived intangible assets estimated useful lives | 7 years | |||
FaceBank Group, Inc Pre-Merger [Member] | Animation and Visual Effects Technologies [Member] | ||||
Definite lived intangible assets estimated useful lives | 7 years | |||
FaceBank Group, Inc Pre-Merger [Member] | Digital Asset Library [Member] | Minimum [Member] | ||||
Definite lived intangible assets estimated useful lives | 5 years | 5 years | ||
FaceBank Group, Inc Pre-Merger [Member] | Digital Asset Library [Member] | Maximum [Member] | ||||
Definite lived intangible assets estimated useful lives | 7 years | 7 years | ||
FaceBank Group, Inc Pre-Merger [Member] | Intellectual Property [Member] | ||||
Definite lived intangible assets estimated useful lives | 7 years | 7 years | 7 years | |
FaceBank Group, Inc Pre-Merger [Member] | Customer Relationships [Member] | ||||
Definite lived intangible assets estimated useful lives | 11 years |
Summary of Significant Accou_20
Summary of Significant Accounting Policies - Schedule of Deferred Tax Liability (Details) (FaceBank Group, Inc Pre-Merger) (10-K) - USD ($) $ in Thousands | Aug. 08, 2018 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Impairment of intangible assets | $ 88,059 | $ 88,059 | |||||||
Income tax benefit | $ (16,071) | $ (1,028) | (20,589) | (3,234) | |||||
FaceBank Group, Inc Pre-Merger [Member] | |||||||||
Deferred Tax Liability, Beginning Balance | $ 30,879 | $ 35,000 | $ 30,879 | $ 35,000 | $ 35,000 | ||||
Impairment of intangible assets | 8,598 | ||||||||
Income tax benefit | $ (1,038) | $ (1,169) | (5,272) | (2,114) | |||||
Deferred Tax Liability, Ending balance | 30,879 | 35,000 | |||||||
FaceBank Group, Inc Pre-Merger [Member] | Evolution AI Corporation [Member] | |||||||||
Business combination, consideration transferred | $ 211,500 | 36,937 | |||||||
FaceBank Group, Inc Pre-Merger [Member] | Namegames LLC [Member] | |||||||||
Business combination, consideration transferred | 177 | ||||||||
FaceBank Group, Inc Pre-Merger [Member] | Facebank AG [Member] | |||||||||
Business combination, consideration transferred | 1,151 | ||||||||
FaceBank Group, Inc Pre-Merger [Member] | Nexway AG [Member] | |||||||||
Business combination, consideration transferred | 450 | ||||||||
Impairment of intangible assets | $ (450) |
Summary of Significant Accou_21
Summary of Significant Accounting Policies - Schedule of Revenues from Contracts with Customers (Details) (FaceBank Group, Inc Pre-Merger) (10-K) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Total | $ 61,202 | $ 5,834 | $ 112,669 | $ 5,834 | ||||
FaceBank Group, Inc Pre-Merger [Member] | ||||||||
Total | $ 7,295 | $ 4,271 | ||||||
FaceBank Group, Inc Pre-Merger [Member] | Nexway eCommerce Solutions [Member] | ||||||||
Total | 3,359 | |||||||
FaceBank Group, Inc Pre-Merger [Member] | Nexway Academics [Member] | ||||||||
Total | $ 912 |
Summary of Significant Accou_22
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities of Earnings Per Share (Details) (FaceBank Group, Inc Pre-Merger) (10-K) - shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Total | 92,139,470 | 1,281,398 | ||||
Common Stock Purchase Warrants [Member] | ||||||
Total | 9,538,533 | 200,007 | ||||
Stock Options [Member] | ||||||
Total | 17,952,213 | 16,667 | ||||
Convertible Notes Variable Settlement Feature [Member] | ||||||
Total | 609,491 | |||||
FaceBank Group, Inc Pre-Merger [Member] | ||||||
Total | 983,785 | 794,177 | 868,609 | 15,212,917 | ||
FaceBank Group, Inc Pre-Merger [Member] | Common Stock Purchase Warrants [Member] | ||||||
Total | 200,007 | 200,007 | 200,007 | 7 | ||
FaceBank Group, Inc Pre-Merger [Member] | Series D Convertible Preferred Stock [Member] | ||||||
Total | 461,839 | |||||
FaceBank Group, Inc Pre-Merger [Member] | Series X Convertible Preferred Stock [Member] | ||||||
Total | 15,000,000 | |||||
FaceBank Group, Inc Pre-Merger [Member] | Stock Options [Member] | ||||||
Total | 16,667 | 16,667 | 16,667 | 16,667 | ||
FaceBank Group, Inc Pre-Merger [Member] | Convertible Notes Variable Settlement Feature [Member] | ||||||
Total | 311,111 | 577,503 | 190,096 | 196,243 |
Summary of Significant Accou_23
Summary of Significant Accounting Policies - Schedule of Revenue Classified by the Major Geographic Areas (Details) (FaceBank Group, Inc Pre-Merger) (10-K) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Total | $ 61,202 | $ 5,834 | $ 112,669 | $ 5,834 | ||||
FaceBank Group, Inc Pre-Merger [Member] | ||||||||
Total | $ 7,295 | $ 4,271 | ||||||
FaceBank Group, Inc Pre-Merger [Member] | Europe [Member] | ||||||||
Total | 4,049 | |||||||
FaceBank Group, Inc Pre-Merger [Member] | United States [Member] | ||||||||
Total | $ 222 |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) (FaceBank Group, Inc Pre-Merger) (10-K) - USD ($) | Sep. 19, 2019 | Sep. 16, 2019 | Aug. 15, 2019 | Aug. 14, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Sep. 13, 2020 | Mar. 31, 2020 | Jan. 09, 2019 | Dec. 31, 2018 | Oct. 31, 2015 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Number of shares issued for acquisition | $ 12,395,000 | $ 11,832,000 | |||||||||||||
Interest rate | 4.00% | ||||||||||||||
Business acquisition cash paid | $ 619,000 | ||||||||||||||
EAI Acquisition [Member] | |||||||||||||||
Adjustment for reducing of accrued expenses | $ 100,000 | ||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | |||||||||||||||
Adjustment for reducing of accrued expenses | $ 1,900,000 | ||||||||||||||
Number of shares acquired | 18,935 | ||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Interest rate | 5.00% | ||||||||||||||
Debt face amount | $ 375,000 | $ 10,050,000 | $ 889,000 | ||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Facebank AG acquisition [Member] | |||||||||||||||
Acquisition of equity, percentage | 100.00% | ||||||||||||||
Number of shares issued for acquisitions, shares | 2,500,000 | ||||||||||||||
Common stock, par value | $ 0.0001 | ||||||||||||||
Number of shares issued for acquisition | $ 19,950,000 | ||||||||||||||
Long term borrowings | $ 22,900,000 | ||||||||||||||
Debt maturity date | Mar. 31, 2014 | ||||||||||||||
Interest rate | 7.00% | ||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Facebank AG acquisition [Member] | Highlight Finance Corp [Member] | |||||||||||||||
Interest rate | 4.00% | ||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Facebank AG acquisition [Member] | EUR [Member] | |||||||||||||||
Long term borrowings | $ 20,000,000 | ||||||||||||||
Debt face amount | 14,500,000 | $ 16,700,000 | |||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Facebank AG acquisition [Member] | EUR [Member] | Highlight Finance Corp [Member] | |||||||||||||||
Debt face amount | $ 5,000,000 | ||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Nexway AG [Member] | |||||||||||||||
Number of shares acquired | 333,420 | ||||||||||||||
Acquisition of equity, percentage | 51.00% | ||||||||||||||
Long term borrowings | $ 24,609,000 | ||||||||||||||
Debt maturity date | Sep. 8, 2023 | ||||||||||||||
Interest rate | 6.50% | ||||||||||||||
Business acquisition ,description | HFC is a British Virgin Islands company with a EUR 15.0 million term bond facility issued and outstanding. | ||||||||||||||
Consideration transferred | $ (5,268,000) | ||||||||||||||
Business acquisition cash paid | 2,200,000 | ||||||||||||||
Fair value of bonds issued | 1,800,000 | ||||||||||||||
Fair value of shares owned | 1,100,000 | ||||||||||||||
Debt settled as a result of the acquisition | $ 10,400,000 | ||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Nexway AG [Member] | HFC [Member] | |||||||||||||||
Debt maturity date | Apr. 30, 2024 | ||||||||||||||
Interest rate | 4.00% | ||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Nexway AG [Member] | EUR [Member] | |||||||||||||||
Debt face amount | $ 7,500,000 | ||||||||||||||
Secured debt | 12,000,000 | ||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Nexway AG [Member] | EUR [Member] | HFC [Member] | |||||||||||||||
Long term borrowings | $ 15,000,000 | ||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Nexway AG [Member] | Binding Agreement [Member] | |||||||||||||||
Acquisition of equity, percentage | 62.30% | ||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Stock Access Holdings SAS [Member] | |||||||||||||||
Acquisition of equity, percentage | 100.00% | ||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Highlight Finance Corp [Member] | |||||||||||||||
Number of shares acquired | 35,000 | ||||||||||||||
Acquisition of equity, percentage | 70.00% | ||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Nexway [Member] | |||||||||||||||
Number of shares acquired | 74,130 | ||||||||||||||
Acquisition of equity, percentage | 11.30% |
Acquisitions - Schedule of As_2
Acquisitions - Schedule of Assets Acquired and Liabilities Assumed (Details) (FaceBank Group, Inc Pre-Merger) (10-K) - USD ($) $ in Thousands | Aug. 15, 2019 | Aug. 08, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 16, 2019 | Dec. 31, 2017 |
Goodwill | $ 227,763 | $ 493,847 | $ 710,962 | $ 176,595 | |||||
Nexway AG [Member] | |||||||||
Property and equipment | 70,963 | ||||||||
Accounts payable | (34,262) | ||||||||
Accrued expenses | 15,788 | ||||||||
Goodwill | 51,168 | ||||||||
Cash | 5,776 | ||||||||
Accounts receivable | 9,831 | ||||||||
Prepaid expenses | 164 | ||||||||
Inventory | 50 | ||||||||
Right-of-use assets | 3,594 | ||||||||
Other long-term liabilities | (40) | ||||||||
FaceBank Group, Inc Pre-Merger [Member] | |||||||||
Goodwill | 227,763 | $ 149,975 | 176,595 | ||||||
FaceBank Group, Inc Pre-Merger [Member] | Evolution AI Corporation [Member] | |||||||||
Consideration Paid: Series X Convertible Preferred Stock (1,000,000 shares at a fair value of $211.50 per share) | $ 211,500 | 36,937 | |||||||
Property and equipment | 22 | ||||||||
Accounts payable | (2,291) | ||||||||
Accrued expenses | (3,205) | ||||||||
Notes payable (in default) | (3,634) | ||||||||
Warrant liability | (4,437) | ||||||||
Due to related parties and affiliates | (295) | ||||||||
Net liabilities assumed | (13,840) | ||||||||
Excess allocated to Intangible assets | 143,453 | ||||||||
Deferred tax liability | (36,944) | ||||||||
Non-controlling interest | (29,224) | ||||||||
Goodwill | 148,055 | ||||||||
Total Purchase Price | 211,500 | ||||||||
FaceBank Group, Inc Pre-Merger [Member] | Evolution AI Corporation [Member] | Human Animation Technologies [Member] | |||||||||
Excess allocated to Intangible assets | 123,436 | ||||||||
FaceBank Group, Inc Pre-Merger [Member] | Evolution AI Corporation [Member] | Trademark and Trade Names [Member] | |||||||||
Excess allocated to Intangible assets | 7,746 | ||||||||
FaceBank Group, Inc Pre-Merger [Member] | Evolution AI Corporation [Member] | Animation and Visual Effects Technologies [Member] | |||||||||
Excess allocated to Intangible assets | 6,016 | ||||||||
FaceBank Group, Inc Pre-Merger [Member] | Evolution AI Corporation [Member] | Digital Asset Library [Member] | |||||||||
Excess allocated to Intangible assets | $ 6,255 | ||||||||
FaceBank Group, Inc Pre-Merger [Member] | Facebank AG [Member] | |||||||||
Consideration Paid: Series X Convertible Preferred Stock (1,000,000 shares at a fair value of $211.50 per share) | 1,151 | ||||||||
Property and equipment | $ 16 | ||||||||
Accounts payable | (64) | ||||||||
Accrued expenses | (802) | ||||||||
Deferred tax liability | (1,161) | ||||||||
Goodwill | 28,541 | ||||||||
Cash | 329 | ||||||||
Accounts receivable | 3,709 | ||||||||
Investments | 5,671 | ||||||||
Financial assets as fair value | 2,275 | ||||||||
Long-term borrowings | (22,863) | ||||||||
Stock purchase price | 19,950 | 0 | |||||||
FaceBank Group, Inc Pre-Merger [Member] | Facebank AG [Member] | Trademark and Trade Names [Member] | |||||||||
Intangible assets | 843 | ||||||||
FaceBank Group, Inc Pre-Merger [Member] | Facebank AG [Member] | Customer Relationship [Member] | |||||||||
Intangible assets | 2,241 | ||||||||
FaceBank Group, Inc Pre-Merger [Member] | Facebank AG [Member] | Intellectual Property [Member] | |||||||||
Intangible assets | $ 1,215 | ||||||||
FaceBank Group, Inc Pre-Merger [Member] | Nexway AG [Member] | |||||||||
Consideration Paid: Series X Convertible Preferred Stock (1,000,000 shares at a fair value of $211.50 per share) | $ 450 | ||||||||
Property and equipment | 70,963 | $ 213 | |||||||
Accounts payable | (34,262) | (28,381) | |||||||
Accrued expenses | 15,788 | (16,747) | |||||||
Deferred tax liability | (450) | ||||||||
Non-controlling interest | (3,582) | ||||||||
Goodwill | 51,168 | 45,900 | |||||||
Cash | 5,776 | 4,152 | |||||||
Accounts receivable | 9,831 | 12,900 | |||||||
Long-term borrowings | (24,609) | ||||||||
Prepaid expenses | 164 | 1,169 | |||||||
Inventory | 50 | 61 | |||||||
Right-of-use assets | 3,594 | 3,594 | |||||||
Current portion of lease liability | (756) | ||||||||
Other long-term liabilities | $ (40) | (193) | |||||||
Lease liability | (2,838) | ||||||||
FaceBank Group, Inc Pre-Merger [Member] | Nexway AG [Member] | Trademark and Trade Names [Member] | |||||||||
Intangible assets | 843 | ||||||||
FaceBank Group, Inc Pre-Merger [Member] | Nexway AG [Member] | Customer Relationship [Member] | |||||||||
Intangible assets | 2,241 | ||||||||
FaceBank Group, Inc Pre-Merger [Member] | Nexway AG [Member] | Intellectual Property [Member] | |||||||||
Intangible assets | $ 1,215 |
Acquisitions - Schedule of As_3
Acquisitions - Schedule of Assets Acquired and Liabilities Assumed (Details) (FaceBank Group, Inc Pre-Merger) (10-K) (Parenthetical) - FaceBank Group, Inc Pre-Merger [Member] - Series X Convertible Preferred Stock [Member] - $ / shares | Aug. 08, 2018 | Dec. 31, 2018 |
Number of shares issued for acquisitions, shares | 15,000,000 | |
Evolution AI Corporation [Member] | ||
Number of shares issued for acquisitions, shares | 1,000,000 | |
Evolution AI Corporation [Member] | ||
Shares issued price per share | $ 211.50 |
Acquisitions - Schedule of Pr_2
Acquisitions - Schedule of Pro Forma Information (Details) (FaceBank Group, Inc Pre-Merger) (10-K) - FaceBank Group, Inc Pre-Merger [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Evolution AI Corporation and Pulse Evolution Corporation [Member] | |||
Operating Revenues | $ 294 | ||
Net (Loss) Income | $ (15,142) | ||
Proforma EPS - basic | [1] | $ (0.78) | |
Proforma EPS - dilutive | [1] | $ (0.78) | |
Nexway AG [Member] | |||
Operating Revenues | $ 25,289 | $ 14,928 | |
Net (Loss) Income | $ (9,763) | $ (123,797) | |
Proforma EPS - basic and diluted | $ (2.18) | $ (5.55) | |
[1] | assumes Series X Preferred stock is converted into common stock |
Investments (Details Narrative)
Investments (Details Narrative) (FaceBank Group, Inc Pre-Merger) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Mar. 31, 2019 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 16, 2019 | |
Business acquisition, voting rights interest percentage | 37.60% | ||||||||
Fair value of the profits interest | $ 482 | $ 482 | |||||||
Panda Interests Finance Agreement [Member] | |||||||||
Fair value of the profits interest | $ 1,800 | $ 2,100 | $ 2,000 | ||||||
Nexway AG [Member] | |||||||||
Ownership interest percentage | 62.30% | ||||||||
Business acquisition, voting rights interest percentage | 31.20% | 20.00% | 31.20% | ||||||
Fair value of shares owned | $ 2,374 | ||||||||
Loss on deconsolidation of Nexway | $ 11,919 | ||||||||
FaceBank Group, Inc Pre-Merger [Member] | |||||||||
Business acquisition, voting rights interest percentage | 37.60% | ||||||||
Loss on deconsolidation of Nexway | (8,281) | ||||||||
FaceBank Group, Inc Pre-Merger [Member] | Panda Interests Finance Agreement [Member] | |||||||||
Fair value of the profits interest | $ 1,700 | $ 2,000 | |||||||
FaceBank Group, Inc Pre-Merger [Member] | Nexway AG [Member] | |||||||||
Ownership interest percentage | 62.30% | ||||||||
Business acquisition, voting rights interest percentage | 20.00% | ||||||||
Fair value of shares owned | $ 2,374 | ||||||||
Loss on deconsolidation of Nexway | $ 11,919 |
Investments (Details Narrativ_2
Investments (Details Narrative) (FaceBank Group, Inc Pre-Merger) (10-K) - USD ($) $ / shares in Units, $ in Thousands | Oct. 24, 2019 | Aug. 15, 2019 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Amount paid for investment | $ 1,050 | ||||||||||
Number of shares issued during period, new issues | $ 20,000 | $ 2,297 | $ 717 | $ 422 | $ 1,778 | ||||||
Proceeds from sale of profit interest | $ 482 | $ 482 | |||||||||
Facebank AG [Member] | |||||||||||
Ownership interest percentage | 100.00% | 100.00% | |||||||||
FaceBank Group, Inc Pre-Merger [Member] | |||||||||||
Investments, value | 2,374 | ||||||||||
Amount paid for investment | $ 1,000 | $ 1,000 | |||||||||
FaceBank Group, Inc Pre-Merger [Member] | Facebank AG [Member] | |||||||||||
Business acquisition, effective date of acquisition | Aug. 15, 2019 | ||||||||||
Fair value of profit interest | $ 1,700 | ||||||||||
Business acquisition for transaction | $ 2,000 | ||||||||||
Ownership interest percentage | 49.00% | ||||||||||
Economic interest | 33.00% | ||||||||||
Fair value of acquisition | $ 19,950 | $ 0 | |||||||||
Fair value of shares owned | $ 1,800 | ||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Accredited Investors [Member] | |||||||||||
Number of common stock issued, shares | 209,050 | ||||||||||
Proceeds from sale of profit interest | $ 700 | ||||||||||
Sale of the profits interest, description | As a result of this sale of the profits interest, the Company will potentially distribute approximately 5.2% of its proceeds received by the Company from the producer of the Macau Show. The Company allocated 100% of the amount of proceeds received from investors to the fair value of the profits interests based upon expected cash outflows on the Macau Shaw. | ||||||||||
Fair value profit interest amount | $ 700 | ||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Panda Productions (HK) Limited [Member] | |||||||||||
Investments, value | $ 2,000 | ||||||||||
Acquired interest rate on investment, percentage | 4.00% | ||||||||||
Amount paid for investment | $ 1,000 | ||||||||||
Number of common stock issued, shares | 175,000 | ||||||||||
Unfunded amount of investment | 1,000 | ||||||||||
Number of shares issued during period, new issues | $ 1,900 | ||||||||||
Shares issued price per share | $ 10.96 | ||||||||||
Stock based compensation | $ 900 |
Investments - Schedule of Fair
Investments - Schedule of Fair Value of Investment (Details) (FaceBank Group, Inc Pre-Merger) - Nexway AG [Member] $ / shares in Units, $ in Thousands | Mar. 31, 2020USD ($)$ / sharesshares |
Fair value - investment in Nexway | $ | $ 2,374 |
FaceBank Group, Inc Pre-Merger [Member] | |
Price per share | $ / shares | $ 5.28 |
Exchange rate | 1.1032 |
Nexway shares held by the Company | shares | 407,550 |
Fair value - investment in Nexway | $ | $ 2,374 |
FaceBank Group, Inc Pre-Merger [Member] | EUR [Member] | |
Price per share | $ / shares | $ 5.28 |
Investments - Schedule of Decon
Investments - Schedule of Deconsolidation of Nexway (Details) (FaceBank Group, Inc Pre-Merger) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 16, 2019 | Dec. 31, 2017 | |
Goodwill | $ 176,595 | $ 227,763 | $ 493,847 | $ 710,962 | |||
Nexway AG [Member] | |||||||
Cash | 5,776 | ||||||
Accounts receivable | 9,831 | ||||||
Inventory | 50 | ||||||
Prepaid expenses | 164 | ||||||
Goodwill | 51,168 | ||||||
Property and equipment, net | 380 | ||||||
Right-of-use assets | 3,594 | ||||||
Total assets | 70,963 | ||||||
Accounts payable | 34,262 | ||||||
Accrued expenses | 15,788 | ||||||
Lease liability | 3,594 | ||||||
Deferred income taxes | 1,161 | ||||||
Other liabilities | 40 | ||||||
Total liabilities | 54,845 | ||||||
Non-controlling interest | 2,595 | ||||||
Foreign currency translation adjustment | (770) | ||||||
Less: fair value of shares owned by the company | 2,374 | ||||||
Loss on deconsolidation of Nexway | 11,919 | ||||||
FaceBank Group, Inc Pre-Merger [Member] | |||||||
Goodwill | 176,595 | 227,763 | $ 149,975 | ||||
Loss on deconsolidation of Nexway | $ (8,281) | ||||||
FaceBank Group, Inc Pre-Merger [Member] | Nexway AG [Member] | |||||||
Cash | 5,776 | $ 4,152 | |||||
Accounts receivable | 9,831 | 12,900 | |||||
Inventory | 50 | 61 | |||||
Prepaid expenses | 164 | 1,169 | |||||
Goodwill | 51,168 | 45,900 | |||||
Property and equipment, net | 380 | ||||||
Right-of-use assets | 3,594 | 3,594 | |||||
Total assets | 70,963 | 213 | |||||
Accounts payable | 34,262 | 28,381 | |||||
Accrued expenses | 15,788 | (16,747) | |||||
Lease liability | 3,594 | ||||||
Deferred income taxes | 1,161 | ||||||
Other liabilities | 40 | $ 193 | |||||
Total liabilities | 54,845 | ||||||
Non-controlling interest | 2,595 | ||||||
Foreign currency translation adjustment | (770) | ||||||
Loss before fair value - investment in Nexway | (14,293) | ||||||
Less: fair value of shares owned by the company | 2,374 | ||||||
Loss on deconsolidation of Nexway | $ 11,919 |
Investments - Schedule of Profi
Investments - Schedule of Profits Interest (Details) (FaceBank Group, Inc Pre-Merger) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Panda units granted | 26.2 | |||
Fair value per unit on grant date | $ 67,690 | |||
Grant date fair value | 1,773 | |||
Change in fair value of Panda interests | $ 148 | 198 | ||
Fair value | $ 2,119 | $ 1,971 | ||
FaceBank Group, Inc Pre-Merger [Member] | ||||
Panda units granted | 26.2 | |||
Fair value per unit on grant date | $ 67,690 | |||
Grant date fair value | 1,773 | |||
Change in fair value of Panda interests | 198 | |||
Fair value | $ 1,971 | $ 1,971 |
Investments - Schedule of Pro_2
Investments - Schedule of Profits Interest (Details) (FaceBank Group, Inc Pre-Merger) (10-K) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Panda units granted | 26.2 | |||
Fair value per unit on grant date | $ 67,690 | |||
Grant date fair value | 1,773 | |||
Change in fair value of Panda interests | $ 148 | 198 | ||
Fair value at December 31, 2019 | $ 2,119 | $ 1,971 | ||
FaceBank Group, Inc Pre-Merger [Member] | ||||
Panda units granted | 26.2 | |||
Fair value per unit on grant date | $ 67,690 | |||
Grant date fair value | 1,773 | |||
Change in fair value of Panda interests | 198 | |||
Fair value at December 31, 2019 | $ 1,971 | $ 1,971 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) (FaceBank Group, Inc Pre-Merger) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Amortization expense | $ 14,300 | $ 5,200 | $ 33,800 | $ 15,500 | ||||
FaceBank Group, Inc Pre-Merger [Member] | ||||||||
Amortization expense | $ 5,217 | $ 5,153 | $ 20,682 | $ 8,209 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) (FaceBank Group, Inc Pre-Merger) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Intangible Assets, Gross | $ 389,174 | $ 154,129 | ||
Accumulated Amortization | (62,676) | (28,885) | ||
Intangible Assets, Net Balance | $ 238,440 | $ 116,646 | ||
Human Animation Technologies [Member] | ||||
Intangible assets, Useful Lives (Years) | 5 years | 7 years | ||
Intangible assets, Weighted Average Remaining Life (Years) | 5 years | 6 years | ||
Intangible Assets, Gross | $ 123,436 | $ 123,436 | ||
Accumulated Amortization | (37,871) | (24,646) | ||
Intangible Assets, Net Balance | $ 5,681 | $ 98,790 | ||
Trademark and Trade Names [Member] | ||||
Intangible assets, Useful Lives (Years) | 5 years | 7 years | ||
Intangible assets, Weighted Average Remaining Life (Years) | 5 years | 6 years | ||
Intangible Assets, Gross | $ 7,746 | $ 9,432 | $ 7,746 | |
Accumulated Amortization | (2,379) | (1,549) | (443) | |
Intangible Assets, Net Balance | $ 1,464 | $ 6,197 | 7,303 | |
Animation and Visual Effects Technologies [Member] | ||||
Intangible assets, Useful Lives (Years) | 5 years | 7 years | ||
Intangible assets, Weighted Average Remaining Life (Years) | 5 years | 6 years | ||
Intangible Assets, Gross | $ 6,016 | $ 6,016 | ||
Accumulated Amortization | (1,848) | (1,203) | ||
Intangible Assets, Net Balance | $ 2,300 | $ 4,813 | ||
Digital Asset Library [Member] | ||||
Intangible assets, Useful Lives (Years) | 5 years | |||
Intangible assets, Weighted Average Remaining Life (Years) | 5 years | 5 years 6 months | ||
Intangible Assets, Gross | $ 7,536 | $ 7,505 | ||
Accumulated Amortization | (2,185) | (1,251) | ||
Intangible Assets, Net Balance | $ 3,522 | $ 6,254 | ||
Digital Asset Library [Member] | Minimum [Member] | ||||
Intangible assets, Useful Lives (Years) | 5 years | |||
Digital Asset Library [Member] | Maximum [Member] | ||||
Intangible assets, Useful Lives (Years) | 7 years | |||
Intellectual Property [Member] | ||||
Intangible assets, Useful Lives (Years) | 7 years | 7 years | ||
Intangible assets, Weighted Average Remaining Life (Years) | 0 years | 6 years | ||
Intangible Assets, Gross | $ 828 | $ 3,258 | ||
Accumulated Amortization | (254) | (236) | ||
Intangible Assets, Net Balance | 592 | |||
FaceBank Group, Inc Pre-Merger [Member] | ||||
Intangible Assets, Gross | $ 145,562 | 154,129 | 144,281 | |
Accumulated Amortization | (34,103) | (28,885) | (8,203) | |
Intangible Assets, Net Balance | $ 111,459 | $ 116,646 | $ 136,078 | |
FaceBank Group, Inc Pre-Merger [Member] | Human Animation Technologies [Member] | ||||
Intangible assets, Useful Lives (Years) | 7 years | 7 years | 7 years | |
Intangible assets, Weighted Average Remaining Life (Years) | 6 years | 6 years | 6 years 7 months 6 days | |
Intangible Assets, Gross | $ 7,746 | $ 123,436 | $ 123,436 | |
Accumulated Amortization | (1,826) | (24,646) | (7,012) | |
Intangible Assets, Net Balance | $ 5,920 | $ 98,790 | $ 116,424 | |
FaceBank Group, Inc Pre-Merger [Member] | Trademark and Trade Names [Member] | ||||
Intangible assets, Useful Lives (Years) | 7 years | 7 years | ||
Intangible assets, Weighted Average Remaining Life (Years) | 6 years | 6 years | ||
Intangible Assets, Gross | $ 123,436 | $ 9,432 | ||
Accumulated Amortization | (29,054) | (1,549) | ||
Intangible Assets, Net Balance | $ 94,382 | $ 6,197 | ||
FaceBank Group, Inc Pre-Merger [Member] | Animation and Visual Effects Technologies [Member] | ||||
Intangible assets, Useful Lives (Years) | 7 years | 7 years | 7 years | |
Intangible assets, Weighted Average Remaining Life (Years) | 6 years | 6 years | 6 years 7 months 6 days | |
Intangible Assets, Gross | $ 6,016 | $ 6,016 | $ 6,016 | |
Accumulated Amortization | (1,418) | (1,203) | (344) | |
Intangible Assets, Net Balance | $ 4,598 | $ 4,813 | $ 5,672 | |
FaceBank Group, Inc Pre-Merger [Member] | Digital Asset Library [Member] | ||||
Intangible assets, Weighted Average Remaining Life (Years) | 5 years 6 months | 5 years 6 months | ||
Intangible Assets, Gross | $ 7,536 | $ 7,505 | ||
Accumulated Amortization | (1,610) | (1,251) | ||
Intangible Assets, Net Balance | $ 5,926 | $ 6,254 | ||
FaceBank Group, Inc Pre-Merger [Member] | Digital Asset Library [Member] | Minimum [Member] | ||||
Intangible assets, Useful Lives (Years) | 5 years | 5 years | ||
FaceBank Group, Inc Pre-Merger [Member] | Digital Asset Library [Member] | Maximum [Member] | ||||
Intangible assets, Useful Lives (Years) | 7 years | 7 years | ||
FaceBank Group, Inc Pre-Merger [Member] | Intellectual Property [Member] | ||||
Intangible assets, Useful Lives (Years) | 7 years | 7 years | 7 years | |
Intangible assets, Weighted Average Remaining Life (Years) | 6 years | 6 years | 6 years 7 months 6 days | |
Intangible Assets, Gross | $ 828 | $ 3,258 | $ 828 | |
Accumulated Amortization | (195) | (236) | (47) | |
Intangible Assets, Net Balance | $ 633 | $ 592 | $ 781 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Intangible Assets Amortization Expense (Details) (FaceBank Group, Inc Pre-Merger) - USD ($) $ in Thousands | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
2020 | $ 9,731 | |||
2021 | 38,922 | |||
2022 | 30,043 | |||
2023 | 27,084 | |||
2024 | 27,010 | |||
Thereafter | 105,650 | |||
Total | $ 238,440 | $ 116,646 | ||
FaceBank Group, Inc Pre-Merger [Member] | ||||
2020 | $ 15,652 | |||
2021 | 20,868 | 20,862 | ||
2022 | 20,868 | 20,862 | ||
2023 | 20,868 | 20,862 | ||
2024 | 20,795 | 20,862 | ||
Thereafter | 12,408 | 12,408 | ||
Total | $ 111,459 | $ 116,646 | $ 136,078 |
Intangible Assets and Goodwil_9
Intangible Assets and Goodwill (Details Narrative) (FaceBank Group, Inc Pre-Merger) - USD ($) $ in Thousands | Jul. 31, 2019 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Intangible assets | $ 238,440 | $ 238,440 | $ 116,646 | ||||||
Amortization expense | 14,300 | $ 5,200 | 33,800 | $ 15,500 | |||||
Impairment of intangible assets | $ 88,059 | $ 88,059 | |||||||
FaceBank Group, Inc Pre-Merger [Member] | |||||||||
Intangible assets | $ 111,459 | 116,646 | $ 136,078 | ||||||
Amortization expense | $ 5,217 | $ 5,153 | 20,682 | 8,209 | |||||
Impairment of intangible assets | 8,598 | ||||||||
Measurement period adjustment for EAI acquisition | $ (1,921) | ||||||||
FaceBank Group, Inc Pre-Merger [Member] | Monte Carlo Method [Member] | Minimum [Member] | |||||||||
Intangible assets, amortization period | 5 years | ||||||||
FaceBank Group, Inc Pre-Merger [Member] | Monte Carlo Method [Member] | Maximum [Member] | |||||||||
Intangible assets, amortization period | 11 years | ||||||||
FaceBank Group, Inc Pre-Merger [Member] | Until Recovery of Advanced Funding [Member] | |||||||||
Revenue sharing percentage | 50.00% | ||||||||
FaceBank Group, Inc Pre-Merger [Member] | After Recovery of Advanced Funding [Member] | |||||||||
Revenue sharing percentage | 25.00% | ||||||||
FaceBank Group, Inc Pre-Merger [Member] | Mr. Mayweather [Member] | |||||||||
Upfront cash fee paid | $ 250 | ||||||||
Share based awards, fair value | $ 1,000 | ||||||||
Agreement term | From July 31, 2019 through July 31, 2024 | ||||||||
Agreement renewal term | 5 years | ||||||||
Shares settled liability recorded in balance sheet | $ 1,000 | ||||||||
Intangible assets | $ 1,250 | ||||||||
Intangible assets, amortization period | 5 years | ||||||||
FaceBank Group, Inc Pre-Merger [Member] | Mr. Mayweather [Member] | Until Recovery of Advanced Funding [Member] | |||||||||
Revenue sharing percentage | 50.00% | ||||||||
FaceBank Group, Inc Pre-Merger [Member] | Mr. Mayweather [Member] | After Recovery of Advanced Funding [Member] | |||||||||
Revenue sharing percentage | 75.00% |
Intangible Assets and Goodwi_10
Intangible Assets and Goodwill - Schedule of Intangible Assets (Details) (FaceBank Group, Inc Pre-Merger) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Intangible Assets, Gross | $ 389,174 | $ 389,174 | $ 154,129 | |||
Impairment of intangible assets | 88,059 | 88,059 | ||||
Accumulated Amortization | (62,676) | (62,676) | (28,885) | |||
Intangible Assets, Net Balance | 238,440 | $ 238,440 | $ 116,646 | |||
Human Animation Technologies [Member] | ||||||
Intangible assets, Useful Lives (Years) | 5 years | 7 years | ||||
Intangible assets, Weighted Average Remaining Life (Years) | 5 years | 6 years | ||||
Intangible Assets, Gross | 123,436 | $ 123,436 | $ 123,436 | |||
Accumulated Amortization | (37,871) | (37,871) | (24,646) | |||
Intangible Assets, Net Balance | 5,681 | $ 5,681 | $ 98,790 | |||
Trademark and Trade Names [Member] | ||||||
Intangible assets, Useful Lives (Years) | 5 years | 7 years | ||||
Intangible assets, Weighted Average Remaining Life (Years) | 5 years | 6 years | ||||
Intangible Assets, Gross | 7,746 | $ 7,746 | $ 9,432 | $ 7,746 | ||
Accumulated Amortization | (2,379) | (2,379) | (1,549) | (443) | ||
Intangible Assets, Net Balance | 1,464 | $ 1,464 | $ 6,197 | 7,303 | ||
Animation and Visual Effects Technologies [Member] | ||||||
Intangible assets, Useful Lives (Years) | 5 years | 7 years | ||||
Intangible assets, Weighted Average Remaining Life (Years) | 5 years | 6 years | ||||
Intangible Assets, Gross | 6,016 | $ 6,016 | $ 6,016 | |||
Accumulated Amortization | (1,848) | (1,848) | (1,203) | |||
Intangible Assets, Net Balance | 2,300 | $ 2,300 | $ 4,813 | |||
Digital Asset Library [Member] | ||||||
Intangible assets, Useful Lives (Years) | 5 years | |||||
Intangible assets, Weighted Average Remaining Life (Years) | 5 years | 5 years 6 months | ||||
Intangible Assets, Gross | 7,536 | $ 7,536 | $ 7,505 | |||
Accumulated Amortization | (2,185) | (2,185) | (1,251) | |||
Intangible Assets, Net Balance | 3,522 | $ 3,522 | $ 6,254 | |||
Digital Asset Library [Member] | Minimum [Member] | ||||||
Intangible assets, Useful Lives (Years) | 5 years | |||||
Digital Asset Library [Member] | Maximum [Member] | ||||||
Intangible assets, Useful Lives (Years) | 7 years | |||||
Intellectual Property [Member] | ||||||
Intangible assets, Useful Lives (Years) | 7 years | 7 years | ||||
Intangible assets, Weighted Average Remaining Life (Years) | 0 years | 6 years | ||||
Intangible Assets, Gross | 828 | $ 828 | $ 3,258 | |||
Accumulated Amortization | (254) | (254) | (236) | |||
Intangible Assets, Net Balance | $ 592 | |||||
Customer Relationships [Member] | ||||||
Intangible assets, Useful Lives (Years) | 2 years | 11 years | ||||
Intangible assets, Weighted Average Remaining Life (Years) | 1 year 6 months | 11 years | ||||
Intangible Assets, Gross | 23,678 | $ 23,678 | $ 4,482 | |||
Accumulated Amortization | (5,920) | (5,920) | ||||
Intangible Assets, Net Balance | $ 17,758 | $ 17,758 | ||||
FaceBank Group, Inc Pre-Merger [Member] | ||||||
Intangible Assets, Gross | $ 145,562 | 154,129 | 144,281 | |||
Impairment of intangible assets | 8,598 | |||||
Accumulated Amortization | (34,103) | (28,885) | (8,203) | |||
Intangible Assets, Net Balance | $ 111,459 | $ 116,646 | $ 136,078 | |||
FaceBank Group, Inc Pre-Merger [Member] | Human Animation Technologies [Member] | ||||||
Intangible assets, Useful Lives (Years) | 7 years | 7 years | 7 years | |||
Intangible assets, Weighted Average Remaining Life (Years) | 6 years | 6 years | 6 years 7 months 6 days | |||
Intangible Assets, Gross | $ 7,746 | $ 123,436 | $ 123,436 | |||
Impairment of intangible assets | ||||||
Accumulated Amortization | (1,826) | (24,646) | (7,012) | |||
Intangible Assets, Net Balance | $ 5,920 | $ 98,790 | $ 116,424 | |||
FaceBank Group, Inc Pre-Merger [Member] | Trademark and Trade Names [Member] | ||||||
Intangible assets, Useful Lives (Years) | 7 years | 7 years | ||||
Intangible assets, Weighted Average Remaining Life (Years) | 6 years | 6 years | ||||
Intangible Assets, Gross | $ 123,436 | $ 9,432 | ||||
Impairment of intangible assets | (1,686) | |||||
Accumulated Amortization | (29,054) | (1,549) | ||||
Intangible Assets, Net Balance | $ 94,382 | $ 6,197 | ||||
FaceBank Group, Inc Pre-Merger [Member] | Animation and Visual Effects Technologies [Member] | ||||||
Intangible assets, Useful Lives (Years) | 7 years | 7 years | 7 years | |||
Intangible assets, Weighted Average Remaining Life (Years) | 6 years | 6 years | 6 years 7 months 6 days | |||
Intangible Assets, Gross | $ 6,016 | $ 6,016 | $ 6,016 | |||
Impairment of intangible assets | ||||||
Accumulated Amortization | (1,418) | (1,203) | (344) | |||
Intangible Assets, Net Balance | $ 4,598 | $ 4,813 | $ 5,672 | |||
FaceBank Group, Inc Pre-Merger [Member] | Digital Likeness Development [Member] | ||||||
Intangible assets, Useful Lives (Years) | 7 years | |||||
Intangible assets, Weighted Average Remaining Life (Years) | 6 years 7 months 6 days | |||||
Intangible Assets, Gross | $ 6,255 | |||||
Accumulated Amortization | (357) | |||||
Intangible Assets, Net Balance | $ 5,898 | |||||
FaceBank Group, Inc Pre-Merger [Member] | Digital Likeness Development [Member] | Minimum [Member] | ||||||
Intangible assets, Useful Lives (Years) | 5 years | |||||
FaceBank Group, Inc Pre-Merger [Member] | Digital Asset Library [Member] | ||||||
Intangible assets, Weighted Average Remaining Life (Years) | 5 years 6 months | 5 years 6 months | ||||
Intangible Assets, Gross | $ 7,536 | $ 7,505 | ||||
Impairment of intangible assets | ||||||
Accumulated Amortization | (1,610) | (1,251) | ||||
Intangible Assets, Net Balance | $ 5,926 | $ 6,254 | ||||
FaceBank Group, Inc Pre-Merger [Member] | Digital Asset Library [Member] | Minimum [Member] | ||||||
Intangible assets, Useful Lives (Years) | 5 years | 5 years | ||||
FaceBank Group, Inc Pre-Merger [Member] | Digital Asset Library [Member] | Maximum [Member] | ||||||
Intangible assets, Useful Lives (Years) | 7 years | 7 years | ||||
FaceBank Group, Inc Pre-Merger [Member] | Intellectual Property [Member] | ||||||
Intangible assets, Useful Lives (Years) | 7 years | 7 years | 7 years | |||
Intangible assets, Weighted Average Remaining Life (Years) | 6 years | 6 years | 6 years 7 months 6 days | |||
Intangible Assets, Gross | $ 828 | $ 3,258 | $ 828 | |||
Impairment of intangible assets | (2,430) | |||||
Accumulated Amortization | (195) | (236) | (47) | |||
Intangible Assets, Net Balance | $ 633 | $ 592 | $ 781 | |||
FaceBank Group, Inc Pre-Merger [Member] | Customer Relationships [Member] | ||||||
Intangible assets, Useful Lives (Years) | 11 years | |||||
Intangible assets, Weighted Average Remaining Life (Years) | 11 years | |||||
Intangible Assets, Gross | $ 4,482 | |||||
Impairment of intangible assets | (4,482) | |||||
Accumulated Amortization | ||||||
Intangible Assets, Net Balance | ||||||
Fubo Tv [Member] | Trademark and Trade Names [Member] | ||||||
Intangible assets, Useful Lives (Years) | 7 years | |||||
Intangible assets, Weighted Average Remaining Life (Years) | 6 years 7 months 6 days |
Intangible Assets and Goodwi_11
Intangible Assets and Goodwill - Schedule of Intangible Assets Amortization Expense (Details) (FaceBank Group, Inc Pre-Merger) - USD ($) $ in Thousands | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
2020 | $ 38,922 | |||
2021 | 30,043 | |||
2022 | 27,084 | |||
2023 | 27,010 | |||
Thereafter | 105,650 | |||
Total | $ 238,440 | $ 116,646 | ||
FaceBank Group, Inc Pre-Merger [Member] | ||||
2020 | $ 20,868 | 20,862 | ||
2021 | 20,868 | 20,862 | ||
2022 | 20,868 | 20,862 | ||
2023 | 20,795 | 20,862 | ||
2024 | 20,790 | |||
Thereafter | 12,408 | 12,408 | ||
Total | $ 111,459 | $ 116,646 | $ 136,078 |
Intangible Assets and Goodwi_12
Intangible Assets and Goodwill - Schedule of Goodwill (Details) (FaceBank Group, Inc Pre-Merger) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Balance, Beginning | $ 176,595 | ||
Goodwill acquired during period | 562,908 | ||
Balance, Ending | 710,962 | $ 227,763 | |
Nexway AG [Member] | |||
Balance, Beginning | 51,168 | ||
FaceBank Group, Inc Pre-Merger [Member] | |||
Balance, Beginning | 176,595 | 149,975 | |
Measurement period adjustment for EAI acquisition | (1,921) | ||
Balance, Ending | 227,763 | 149,975 | |
FaceBank Group, Inc Pre-Merger [Member] | Evolution AI Corporation [Member] | |||
Goodwill acquired during period | $ 149,975 | ||
FaceBank Group, Inc Pre-Merger [Member] | Nexway AG [Member] | |||
Balance, Beginning | $ 51,168 | ||
Goodwill acquired during period | 51,168 | ||
FaceBank Group, Inc Pre-Merger [Member] | Facebank AG [Member] | |||
Goodwill acquired during period | $ 28,541 |
Accounts Payable and Accrued _6
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) (FaceBank Group, Inc Pre-Merger) - USD ($) $ in Thousands | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Suppliers | $ 37,508 | |||
Payroll taxes (in arrears) | 50 | 1,308 | ||
Accrued compensation | 2,887 | 3,649 | ||
Legal and professional fees | 4,472 | 3,936 | ||
Accrued litigation loss | 524 | |||
Taxes | 9,774 | 5,953 | ||
Other | 8,348 | 3,897 | ||
Total | $ 99,042 | 56,775 | ||
FaceBank Group, Inc Pre-Merger [Member] | ||||
Suppliers | 37,508 | |||
Payroll taxes (in arrears) | 1,308 | 1,308 | 1,308 | |
Accrued compensation | 2,124 | 3,649 | 2,453 | |
Legal and professional fees | 1,797 | 3,936 | 1,952 | |
Accrued litigation loss | 524 | 524 | 524 | |
Taxes | 5,953 | |||
Other | 1,990 | 3,897 | 2,098 | |
Total | $ 7,743 | $ 56,775 | $ 8,335 |
Accounts Payable and Accrued _7
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) (FaceBank Group, Inc Pre-Merger) (10-K) - USD ($) $ in Thousands | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Suppliers | $ 37,508 | |||
Payroll taxes (in arrears) | 50 | 1,308 | ||
Accrued compensation | 2,887 | 3,649 | ||
Legal and professional fees | 4,472 | 3,936 | ||
Accrued litigation loss | 524 | |||
Taxes (including value added) | 9,774 | 5,953 | ||
Other | 8,348 | 3,897 | ||
Total | $ 99,042 | 56,775 | ||
FaceBank Group, Inc Pre-Merger [Member] | ||||
Suppliers | 37,508 | |||
Payroll taxes (in arrears) | 1,308 | 1,308 | 1,308 | |
Accrued compensation | 2,124 | 3,649 | 2,453 | |
Legal and professional fees | 1,797 | 3,936 | 1,952 | |
Accrued litigation loss | 524 | 524 | 524 | |
Taxes (including value added) | 5,953 | |||
Other | 1,990 | 3,897 | 2,098 | |
Total | $ 7,743 | $ 56,775 | $ 8,335 |
Related Parties (Details Narr_2
Related Parties (Details Narrative) (FaceBank Group, Inc Pre-Merger) - USD ($) | Sep. 30, 2020 | Sep. 13, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 08, 2018 | Oct. 31, 2015 |
Note payable due to related parties | $ 35,000 | ||||||
Debt interest rate | 4.00% | ||||||
Accrued interest | $ 600,000 | $ 300,000 | |||||
John Textor [Member] | |||||||
Note payable due to related parties | $ 172,000 | ||||||
Debt interest rate | 18.00% | ||||||
FaceBank Group, Inc Pre-Merger [Member] | |||||||
Debt interest rate | 5.00% | ||||||
Accrued interest | $ 102,000 | $ 85,000 | $ 45,000 | ||||
FaceBank Group, Inc Pre-Merger [Member] | John Textor [Member] | |||||||
Note payable due to related parties | $ 172,000 | ||||||
Debt interest rate | 18.00% |
Related Parties (Details Narr_3
Related Parties (Details Narrative) (FaceBank Group, Inc Pre-Merger) (10-K) - USD ($) | May 22, 2019 | Jul. 31, 2016 | Jul. 31, 2015 | Mar. 31, 2020 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 13, 2020 | Aug. 08, 2018 | Oct. 31, 2015 |
Paid to related parties | $ 328,000 | $ 351,000 | ||||||||||
Note payable due to related parties | 35,000 | |||||||||||
Debt interest rate | 4.00% | |||||||||||
Accrued interest | 600,000 | $ 300,000 | ||||||||||
Repayments of notes payable, principal | $ 14,143,000 | |||||||||||
FaceBank Group, Inc Pre-Merger [Member] | ||||||||||||
Amount received from related parties | $ 78,000 | 423,000 | ||||||||||
Paid to related parties | 156,000 | |||||||||||
Debt interest rate | 5.00% | |||||||||||
Accrued interest | 102,000 | 85,000 | 45,000 | |||||||||
Debt face amount | $ 10,050,000 | 375,000 | 889,000 | |||||||||
Repayments of notes payable, principal | 264,000 | |||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Mr. Bafer [Member] | ||||||||||||
Debt interest rate | 5.00% | |||||||||||
Debt maturity date | Aug. 1, 2017 | Oct. 1, 2015 | ||||||||||
Repayments of notes payable, principal | 258,850 | |||||||||||
Interest paid | 46,160 | |||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Convertible Promissory Note [Member] | ||||||||||||
Debt interest rate | 8.00% | |||||||||||
Debt face amount | $ 264,365 | 124,000 | ||||||||||
Debt maturity date | Aug. 31, 2019 | |||||||||||
FaceBank Group, Inc Pre-Merger [Member] | FaceBank, Inc [Member] | ||||||||||||
Amount received from related parties | 300,000 | |||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Mr. Bafer [Member] | ||||||||||||
Amount received from related parties | 56,000 | |||||||||||
Paid to related parties | 56,000 | |||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Mr. Textor [Member] | ||||||||||||
Amount received from related parties | 37,000 | |||||||||||
Paid to related parties | 49,000 | |||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Other Related parties [Member] | ||||||||||||
Amount received from related parties | 30,000 | |||||||||||
Paid to related parties | $ 51,000 | |||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Chief Executive Officer [Member] | ||||||||||||
Note payable due to related parties | $ 172,000 | |||||||||||
Debt interest rate | 18.00% |
Related Parties - Schedule of_2
Related Parties - Schedule of Amount Owed to Related Parties (Details) (FaceBank Group, Inc Pre-Merger) - FaceBank Group, Inc Pre-Merger [Member] - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Amounts owed to and due from related parties | $ 305 | $ 665 |
Alexander Bafer, Former Executive Chairman [Member] | ||
Amounts owed to and due from related parties | 20 | 20 |
John Textor, Former Chief Executive Officer and Affiliated Companies [Member] | ||
Amounts owed to and due from related parties | 292 | 592 |
Other [Member] | ||
Amounts owed to and due from related parties | $ (7) | $ 53 |
Related Parties - Schedule of_3
Related Parties - Schedule of Amount Owed to Related Parties (Details) (FaceBank Group, Inc Pre-Merger) (10-K) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Amounts owed to related parties | $ 85,847 | $ 665 | |
Other [Member] | |||
Amounts owed to related parties | $ 9 | 53 | |
FaceBank Group, Inc Pre-Merger [Member] | |||
Amounts owed to related parties | 665 | $ 398 | |
FaceBank Group, Inc Pre-Merger [Member] | Alexander Bafer, Executive Chairman [Member] | |||
Amounts owed to related parties | 20 | 25 | |
FaceBank Group, Inc Pre-Merger [Member] | John Textor, Chief Executive Officer and Affiliated Companies [Member] | |||
Amounts owed to related parties | 592 | 304 | |
FaceBank Group, Inc Pre-Merger [Member] | Other [Member] | |||
Amounts owed to related parties | $ 53 | $ 69 |
Note Payable (Details Narrative
Note Payable (Details Narrative) (FaceBank Group, Inc Pre-Merger) - USD ($) | Aug. 10, 2020 | Jul. 03, 2020 | May 11, 2020 | Apr. 23, 2020 | Apr. 21, 2020 | Apr. 02, 2020 | Mar. 30, 2020 | Mar. 19, 2020 | Mar. 11, 2020 | Feb. 17, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 29, 2020 | Sep. 13, 2020 | Apr. 28, 2020 | Oct. 31, 2015 |
Interest rate | 4.00% | ||||||||||||||||||||||||
Accrued interest | $ 600,000 | $ 600,000 | $ 300,000 | ||||||||||||||||||||||
Gain on extinguishment of debt | 1,321,000 | (9,827,000) | |||||||||||||||||||||||
Warrants exercise price per share | $ 9 | $ 7.74 | $ 3.06 | ||||||||||||||||||||||
Fair value of warrants | (831,000) | (3,000) | (4,432,000) | ||||||||||||||||||||||
Value of common stock shares issued | $ 20,000,000 | $ 2,297,000 | $ 717,000 | $ 422,000 | $ 1,778,000 | ||||||||||||||||||||
Loss on issuance of notes, bonds and warrants | (13,507,000) | ||||||||||||||||||||||||
Convertible note, value | $ 400,000 | $ 1,100,000,000 | 259,000 | ||||||||||||||||||||||
Repayment of notes | 1,600,000 | ||||||||||||||||||||||||
Note Purchase Agreement [Member] | |||||||||||||||||||||||||
Number of common stock issued, shares | 900,000 | ||||||||||||||||||||||||
Shares issued price per share | $ 8.35 | $ 10 | |||||||||||||||||||||||
Value of common stock shares issued | $ 7,500,000 | ||||||||||||||||||||||||
Convertible note, value | $ 1,700,000 | ||||||||||||||||||||||||
Repayment of notes | $ 10,100,000 | ||||||||||||||||||||||||
Note Purchase Agreement [Member] | Senior Secured Promissory Notes [Member] | |||||||||||||||||||||||||
Interest rate | 17.39% | ||||||||||||||||||||||||
Debt face amount | $ 10,100,000 | ||||||||||||||||||||||||
Proceeds from notes payable | 7,400,000 | ||||||||||||||||||||||||
Original issue discount | 2,700,000 | ||||||||||||||||||||||||
Loss on issuance of notes, bonds and warrants | $ 12,900,000 | ||||||||||||||||||||||||
Note Purchase Agreement [Member] | FB Loan [Member] | |||||||||||||||||||||||||
Warrants to purchase common stock | 3,269,231 | ||||||||||||||||||||||||
Warrants exercise price per share | $ 5 | ||||||||||||||||||||||||
Number of common stock issued, shares | 900,000 | 900,000 | |||||||||||||||||||||||
Fair value of warrants | $ 15,600,000 | ||||||||||||||||||||||||
Shares issued price per share | $ 8.15 | $ 10 | |||||||||||||||||||||||
Value of common stock shares issued | $ 7,300,000 | $ 9,100,000 | |||||||||||||||||||||||
Sale of capital stock for consideration | $ 7,500,000 | ||||||||||||||||||||||||
Debt financing percentage | 100.00% | ||||||||||||||||||||||||
Amendment to Note Purchase Agreement [Member] | |||||||||||||||||||||||||
Sale of common stock, shares | 900,000 | ||||||||||||||||||||||||
Note Payable [Member] | Evolution AI Corporation [Member] | |||||||||||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||||||||||
Debt instrument, maturity date | Oct. 1, 2018 | ||||||||||||||||||||||||
Accrued interest | $ 1,600,000 | ||||||||||||||||||||||||
Number of shares acquired | 15,000,000 | ||||||||||||||||||||||||
Debt face amount | $ 2,700,000 | ||||||||||||||||||||||||
Note Payable [Member] | Evolution AI Corporation [Member] | Series X Convertible Preferred Stock [Member] | |||||||||||||||||||||||||
Conversion of Convertible Preferred Stock | 10,000,000 | ||||||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | |||||||||||||||||||||||||
Interest rate | 5.00% | ||||||||||||||||||||||||
Accrued interest | $ 102,000 | 102,000 | $ 85,000 | $ 45,000 | |||||||||||||||||||||
Number of shares acquired | 18,935 | ||||||||||||||||||||||||
Debt face amount | 10,050,000 | 10,050,000 | 375,000 | 889,000 | |||||||||||||||||||||
Gain on extinguishment of debt | 51,200,000 | (11,919,000) | 1,852,000 | ||||||||||||||||||||||
Original issue discount | $ 2,650,000 | $ 2,650,000 | $ 456,000 | ||||||||||||||||||||||
Warrants exercise price per share | $ 7.74 | $ 5 | $ 5 | $ 0.75 | $ 0.75 | ||||||||||||||||||||
Fair value of warrants | $ 15,000 | (2,477,000) | $ (4,504,000) | $ 91,000 | |||||||||||||||||||||
Loss on issuance of notes, bonds and warrants | $ (24,053,000) | ||||||||||||||||||||||||
Convertible note, value | $ 1,100,000,000 | 50,000 | $ 18,000 | ||||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Subsequent Event [Member] | Senior Notes [Member] | |||||||||||||||||||||||||
Repayment of notes | $ 10,500,000 | ||||||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Credit Agreement [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||
Outstanding credit facility | |||||||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Note Purchase Agreement [Member] | |||||||||||||||||||||||||
Number of common stock issued, shares | 900,000 | ||||||||||||||||||||||||
Shares issued price per share | $ 8.35 | $ 8.35 | $ 8.35 | ||||||||||||||||||||||
Value of common stock shares issued | $ 7,500,000 | ||||||||||||||||||||||||
Convertible note, value | $ 200,000 | ||||||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Note Purchase Agreement [Member] | Senior Secured Promissory Notes [Member] | |||||||||||||||||||||||||
Interest rate | 17.39% | ||||||||||||||||||||||||
Debt instrument, maturity date | Jul. 17, 2020 | ||||||||||||||||||||||||
Debt face amount | $ 10,050,000 | ||||||||||||||||||||||||
Proceeds from notes payable | 7,400,000 | ||||||||||||||||||||||||
Original issue discount | 2,650,000 | ||||||||||||||||||||||||
Loss on issuance of notes, bonds and warrants | $ (12,900,000) | ||||||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Note Purchase Agreement [Member] | FB Loan [Member] | |||||||||||||||||||||||||
Warrants to purchase common stock | 3,269,231 | ||||||||||||||||||||||||
Warrants exercise price per share | $ 5 | ||||||||||||||||||||||||
Number of common stock issued, shares | 900,000 | ||||||||||||||||||||||||
Fair value of warrants | $ 15,600,000 | 16,000,000 | |||||||||||||||||||||||
Shares issued price per share | $ 8.15 | ||||||||||||||||||||||||
Value of common stock shares issued | $ 7,300,000 | ||||||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Note Purchase Agreement [Member] | Subsequent Event [Member] | Senior Secured Promissory Notes [Member] | |||||||||||||||||||||||||
Interest rate | 15.00% | ||||||||||||||||||||||||
Debt instrument, maturity date | Jul. 17, 2020 | ||||||||||||||||||||||||
Debt face amount | $ 10,050,000 | ||||||||||||||||||||||||
Proceeds from notes payable | $ 7,500,000 | ||||||||||||||||||||||||
Warrants to purchase common stock | 3,269,231 | ||||||||||||||||||||||||
Sale of common stock, shares | 784,617 | ||||||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Note Purchase Agreement [Member] | Subsequent Event [Member] | FB Loan [Member] | |||||||||||||||||||||||||
Sale of capital stock for consideration | $ 7,409,045 | ||||||||||||||||||||||||
Debt financing percentage | 100.00% | ||||||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Amendment to Note Purchase Agreement [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||
Sale of common stock, shares | 900,000 | ||||||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | FBNK Finance SarL [Member] | |||||||||||||||||||||||||
Interest rate | 4.50% | ||||||||||||||||||||||||
Debt instrument, maturity date | Feb. 15, 2023 | ||||||||||||||||||||||||
Debt face amount | $ 55,100,000 | 55,100,000 | |||||||||||||||||||||||
Debt instrument nominal, shares | 5,000 | ||||||||||||||||||||||||
Debt instrument redemption rate | 100.00% | ||||||||||||||||||||||||
Gain on extinguishment of debt | $ 11,100,000 | ||||||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | FBNK Finance SarL [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||
Interest rate | 4.50% | ||||||||||||||||||||||||
Debt instrument, maturity date | Feb. 15, 2023 | ||||||||||||||||||||||||
Debt instrument nominal, shares | 5,000 | ||||||||||||||||||||||||
Debt instrument redemption rate | 100.00% | ||||||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | FBNK Finance SarL [Member] | EUR [Member] | |||||||||||||||||||||||||
Debt face amount | $ 50,000,000 | ||||||||||||||||||||||||
Debt instrument nominal value | 10,000 | ||||||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | FBNK Finance SarL [Member] | EUR [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||
Debt face amount | 50,000,000 | ||||||||||||||||||||||||
Debt instrument nominal value | $ 10,000 | ||||||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | HLEE Finance S.a.r.l [Member] | Credit Agreement [Member] | |||||||||||||||||||||||||
Line of credit permit indebtedness | $ 50,000,000 | ||||||||||||||||||||||||
Proceeds from loans | 250,000 | ||||||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | HLEE Finance S.a.r.l [Member] | Credit Agreement [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||
Line of credit permit indebtedness | 50,000,000 | ||||||||||||||||||||||||
Proceeds from loans | $ 250,000 | ||||||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Fubo Tv [Member] | Note Purchase Agreement [Member] | Senior Secured Promissory Notes [Member] | |||||||||||||||||||||||||
Original issue discount | $ 2,650,000 | ||||||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Note Payable [Member] | Evolution AI Corporation [Member] | |||||||||||||||||||||||||
Notes payable | $ 2,700,000 | ||||||||||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||||||||||
Debt instrument, maturity date | Oct. 1, 2018 | ||||||||||||||||||||||||
Accrued interest | $ 1,300,000 | ||||||||||||||||||||||||
Number of shares acquired | 15,000,000 | ||||||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Note Payable [Member] | Evolution AI Corporation [Member] | Series X Convertible Preferred Stock [Member] | |||||||||||||||||||||||||
Conversion of Convertible Preferred Stock | 10,000,000 |
Note Payable (Details Narrati_2
Note Payable (Details Narrative) (FaceBank Group, Inc Pre-Merger) (10-K) € in Thousands | Apr. 30, 2019USD ($)Integer | Mar. 31, 2019USD ($)Integer | Sep. 30, 2018USD ($)Integer | Mar. 31, 2019USD ($)shares | Dec. 31, 2019USD ($)shares | Mar. 31, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 13, 2020 | Mar. 31, 2020USD ($) | Mar. 02, 2020USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2015EUR (€) | Oct. 31, 2015 |
Interest rate | 4.00% | |||||||||||||
Accrued interest | $ 300,000 | $ 600,000 | ||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | ||||||||||||||
Interest rate | 5.00% | |||||||||||||
Accrued interest | 85,000 | $ 102,000 | $ 45,000 | |||||||||||
Number of shares acquired | shares | 18,935 | |||||||||||||
Debt face amount | 375,000 | $ 10,050,000 | $ 889,000 | |||||||||||
Note Payable [Member] | Stock Access Holdings [Member] | Facebank AG and Nexway AG [Member] | ||||||||||||||
Notes payable | 18,760,000 | |||||||||||||
Interest rate | 7.00% | 7.00% | ||||||||||||
Debt instrument, maturity date | Mar. 31, 2024 | |||||||||||||
Interest note description | Interest on the notes is payable semiannually on September 30 and March 31. | |||||||||||||
Trading days | Integer | 90 | |||||||||||||
Note Payable [Member] | Stock Access Holdings [Member] | Facebank AG and Nexway AG [Member] | EUR [Member] | ||||||||||||||
Debt face amount | $ 20,000,000 | $ 20,000,000 | ||||||||||||
Note Payable [Member] | Stock Access Holdings [Member] | Facebank AG and Nexway AG [Member] | EUR [Member] | Bond Agreement [Member] | ||||||||||||||
Debt face amount | $ 5,000,000 | $ 5,000,000 | ||||||||||||
Note Payable [Member] | Stock Access Holdings [Member] | Facebank AG and Nexway AG [Member] | EUR [Member] | Subsequent Event [Member] | ||||||||||||||
Debt face amount | $ 3,000,000 | $ 2,000,000 | ||||||||||||
Note Payable [Member] | Highlight Finance Corp [Member] | Facebank AG and Nexway AG [Member] | ||||||||||||||
Notes payable | 14,530,000 | |||||||||||||
Interest rate | 4.00% | |||||||||||||
Debt instrument, maturity date | Apr. 30, 2024 | |||||||||||||
Interest note description | Interest on the notes is payable semiannually on April 30 and October 31. | |||||||||||||
Trading days | Integer | 5 | |||||||||||||
Note Payable [Member] | Highlight Finance Corp [Member] | Facebank AG and Nexway AG [Member] | EUR [Member] | ||||||||||||||
Debt face amount | $ 15,000,000 | |||||||||||||
Note Payable [Member] | Nexway SAS [Member] | Facebank AG and Nexway AG [Member] | ||||||||||||||
Notes payable | $ 86,100,000 | |||||||||||||
Interest rate | 6.50% | 1.90% | 1.90% | |||||||||||
Debt instrument, maturity date | Sep. 30, 2023 | |||||||||||||
Accrued interest | $ 42,857,000 | |||||||||||||
Interest note description | Interest is payable semiannually on March 10 and September 10. | |||||||||||||
Trading days | Integer | 90 | |||||||||||||
Secured bonds percentage | 100.00% | |||||||||||||
Note Payable [Member] | Nexway SAS [Member] | Facebank AG and Nexway AG [Member] | July 2021 [Member] | ||||||||||||||
Redemption rate percenatge | 97.00% | |||||||||||||
Note Payable [Member] | Nexway SAS [Member] | Facebank AG and Nexway AG [Member] | EUR [Member] | ||||||||||||||
Notes payable | € | € 300,000 | |||||||||||||
Debt face amount | $ 7,500,000 | € 1,200 | ||||||||||||
Note Payable [Member] | Evolution AI Corporation [Member] | ||||||||||||||
Interest rate | 10.00% | |||||||||||||
Debt instrument, maturity date | Oct. 1, 2018 | |||||||||||||
Accrued interest | $ 1,600,000 | |||||||||||||
Number of shares acquired | shares | 15,000,000 | |||||||||||||
Debt face amount | $ 2,700,000 | |||||||||||||
Note Payable [Member] | Evolution AI Corporation [Member] | FaceBank Group, Inc Pre-Merger [Member] | ||||||||||||||
Notes payable | $ 2,700,000 | |||||||||||||
Interest rate | 10.00% | |||||||||||||
Debt instrument, maturity date | Oct. 1, 2018 | |||||||||||||
Accrued interest | $ 1,300,000 | |||||||||||||
Number of shares acquired | shares | 15,000,000 | |||||||||||||
Note Payable [Member] | Evolution AI Corporation [Member] | Series X Convertible Preferred Stock [Member] | ||||||||||||||
Conversion of Convertible Preferred Stock | shares | 10,000,000 | |||||||||||||
Note Payable [Member] | Evolution AI Corporation [Member] | Series X Convertible Preferred Stock [Member] | FaceBank Group, Inc Pre-Merger [Member] | ||||||||||||||
Conversion of Convertible Preferred Stock | shares | 10,000,000 |
Note Payable - Schedule of Carr
Note Payable - Schedule of Carrying Value of Senior Notes (Details Narrative) (FaceBank Group, Inc Pre-Merger) - FaceBank Group, Inc Pre-Merger [Member] - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Principal value of Senior Note | $ 10,050,000 | $ 375,000 | $ 889,000 |
Original issue discount | (2,650,000) | $ (456,000) | |
Discount resulting from allocation of proceeds to warrant liability | (7,400,000) | ||
Amortization of discount | 1,005,000 | ||
Net carrying value of Senior Note | $ 1,005,000 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details Narrative) (FaceBank Group, Inc Pre-Merger) - USD ($) | Mar. 19, 2020 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Warrant liability - subsidiary | $ 21,000 | $ 21,000 | $ 24,000 | ||||||
Change in fair value of subsidiary warrant liability | (3,000) | ||||||||
Fair value of warrants | $ (831,000) | (3,000) | $ (4,432,000) | ||||||
Change in fair value of warrant liability | (4,543,000) | (9,143,000) | |||||||
Note Purchase Agreement [Member] | FB Loan [Member] | |||||||||
Change in fair value of subsidiary warrant liability | $ 100,000 | $ 5,500,000 | |||||||
Fair value of warrants | $ 15,600,000 | ||||||||
FaceBank Group, Inc Pre-Merger [Member] | |||||||||
Warrant liability expire date | Jan. 28, 2023 | Jan. 28, 2023 | |||||||
Warrant liability - subsidiary | $ 39,000 | $ 24,000 | $ 4,528,000 | ||||||
Change in fair value of subsidiary warrant liability | $ 15,000 | $ (4,504,000) | |||||||
Discount percentage of stock price | |||||||||
Fair value of warrants | $ 15,000 | $ (2,477,000) | $ (4,504,000) | $ 91,000 | |||||
Change in fair value of warrant liability | 366,000 | ||||||||
FaceBank Group, Inc Pre-Merger [Member] | Note Purchase Agreement [Member] | FB Loan [Member] | |||||||||
Fair value of the warrant liability at grant date | 15,600,000 | ||||||||
Fair value of warrants | $ 15,600,000 | 16,000,000 | |||||||
Change in fair value of warrant liability | $ 400,000 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details Narrative) (FaceBank Group, Inc Pre-Merger) (10-K) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Warrant liability - subsidiary | $ 21 | $ 24 | ||
Change in fair value of subsidiary warrant liability | $ (3) | |||
FaceBank Group, Inc Pre-Merger [Member] | ||||
Warrant liability expire date | Jan. 28, 2023 | Jan. 28, 2023 | ||
Warrant liability - subsidiary | $ 39 | $ 24 | $ 4,528 | |
Change in fair value of subsidiary warrant liability | $ 15 | $ (4,504) | ||
Discount percentage of stock price |
Fair Value Measurements - Sch_7
Fair Value Measurements - Schedule of Liability for Derivatives and Warrants (Details) (FaceBank Group, Inc Pre-Merger) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Fair Values of Derivatives, Convertible Notes at beginning | $ 1,203 | $ 1,203 | |||||
Fair Values of Derivatives, Convertible Notes Change in fair value | (206) | ||||||
Fair Values of Derivatives, Convertible Notes Additions | 3,583 | ||||||
Fair Values of Derivatives, Convertible Notes Redemptions | (4,580) | ||||||
Fair Values of Derivatives, Convertible Notes at end | $ 1,203 | ||||||
Fair Values of Warrants (assumed from subsidiary) Change in fair value | (3) | ||||||
Fair Values of Warrants (assumed from subsidiary) Additions | |||||||
Fair Values of Warrants (assumed from subsidiary) Redemptions | |||||||
Profits Interests Sold Change in fair value | 148 | ||||||
Profits Interests Sold Additions | |||||||
Profits Interests Sold Redemptions | |||||||
Warrant Liability, at beginning | 24 | 24 | |||||
Warrant Liability, Change in fair value | (4,543) | (9,143) | |||||
Warrant Liability, Additions | 50,743 | ||||||
Warrant Liability, Redemptions | |||||||
Warrant Liability, at end | $ 28,085 | 28,085 | 24 | ||||
Embedded Put Option, Change in fair value | (220) | ||||||
Embedded Put Option, Additions | 172 | ||||||
Embedded Put Option, Redemptions | (328) | ||||||
FaceBank Group, Inc Pre-Merger [Member] | |||||||
Fair Values of Derivatives, Convertible Notes at beginning | 1,203 | $ 1,018 | 1,203 | 1,018 | 1,018 | ||
Fair Values of Derivatives, Convertible Notes Change in fair value | (200) | (678) | |||||
Fair Values of Derivatives, Convertible Notes Additions | 689 | 863 | |||||
Fair Values of Derivatives, Convertible Notes Redemptions | |||||||
Fair Values of Derivatives, Convertible Notes at end | 1,692 | 1,203 | |||||
Fair Values of Warrants (assumed from subsidiary) at beginning | 24 | 24 | |||||
Fair Values of Warrants (assumed from subsidiary) Change in fair value | 15 | (4,504) | |||||
Fair Values of Warrants (assumed from subsidiary) Additions | |||||||
Fair Values of Warrants (assumed from subsidiary) Redemptions | |||||||
Fair Values of Warrants (assumed from subsidiary) at end | 39 | 24 | |||||
Profits Interests Sold at beginning | 1,971 | 1,971 | |||||
Profits Interests Sold Change in fair value | |||||||
Profits Interests Sold Additions | |||||||
Profits Interests Sold Redemptions | |||||||
Profits Interests Sold at end | 1,971 | 1,971 | |||||
Warrant Liability, at beginning | |||||||
Warrant Liability, Change in fair value | 366 | ||||||
Warrant Liability, Additions | 15,621 | ||||||
Warrant Liability, Redemptions | |||||||
Warrant Liability, at end | 15,987 | ||||||
Embedded Put Option, at beginning | 376 | $ 376 | |||||
Embedded Put Option, Change in fair value | (97) | (137) | |||||
Embedded Put Option, Additions | 172 | 589 | |||||
Embedded Put Option, Redemptions | (62) | (76) | |||||
Embedded Put Option, at end | $ 389 | $ 376 |
Fair Value Measurements - Sch_8
Fair Value Measurements - Schedule of Warrant Liabilities With Assumptions (Details) (FaceBank Group, Inc Pre-Merger) | Sep. 29, 2020$ / sharesshares | Apr. 23, 2020$ / sharesshares | Apr. 02, 2020$ / sharesshares | Mar. 31, 2020Integer$ / sharesshares | Mar. 30, 2020$ / sharesshares | Dec. 31, 2019Integer$ / sharesshares | Dec. 31, 2018Integer$ / sharesshares |
Exercise Price | $ / shares | $ 3.06 | $ 9 | $ 7.74 | ||||
Fair value assumption, warrant Contractual term (years) | 3 years | 5 years | |||||
Number of subsidiary warrants outstanding | shares | 217,357 | 55,172 | 142,118 | ||||
FaceBank Group, Inc Pre-Merger [Member] | |||||||
Exercise Price | $ / shares | $ 5 | $ 7.74 | $ 0.75 | $ 0.75 | |||
Stock price - subsidiary | $ / shares | $ 0.02 | $ 0.22 | |||||
Discount applied | 0.00% | 50.00% | |||||
Fair value of stock price | $ / shares | $ 0 | $ 0.09 | |||||
Fair value assumption, warrant Contractual term (years) | 5 years | ||||||
Number of subsidiary warrants outstanding | shares | 142,118 | 48,904,037 | 48,904,037 | ||||
FaceBank Group, Inc Pre-Merger [Member] | Maximum [Member] | |||||||
Fair value of underlying common shares | $ / shares | $ 4.97 | ||||||
FaceBank Group, Inc Pre-Merger [Member] | Risk Free Interest Rate [Member] | |||||||
Fair value of warrant liability, measurement input, percentage | 1.62 | 2.49 | |||||
FaceBank Group, Inc Pre-Merger [Member] | Risk Free Interest Rate [Member] | Minimum [Member] | |||||||
Fair value of warrant liability, measurement input, percentage | 0 | ||||||
FaceBank Group, Inc Pre-Merger [Member] | Risk Free Interest Rate [Member] | Maximum [Member] | |||||||
Fair value of warrant liability, measurement input, percentage | 1 | ||||||
FaceBank Group, Inc Pre-Merger [Member] | Contractual Term (Years) [Member] | |||||||
Fair value assumption, warrant Contractual term (years) | 3 years 29 days | 4 years 29 days | |||||
FaceBank Group, Inc Pre-Merger [Member] | Expected Dividend Yield [Member] | |||||||
Fair value of warrant liability, measurement input, percentage | 0 | 0 | 0 | ||||
FaceBank Group, Inc Pre-Merger [Member] | Expected Volatility [Member] | |||||||
Fair value of warrant liability, measurement input, percentage | 83.7 | 86.5 | |||||
FaceBank Group, Inc Pre-Merger [Member] | Expected Volatility [Member] | Minimum [Member] | |||||||
Fair value of warrant liability, measurement input, percentage | 53 | ||||||
FaceBank Group, Inc Pre-Merger [Member] | Expected Volatility [Member] | Maximum [Member] | |||||||
Fair value of warrant liability, measurement input, percentage | 53 | ||||||
FaceBank Group, Inc Pre-Merger [Member] | Subsidiary Warrant Liability [Member] | |||||||
Exercise Price | $ / shares | $ 0.75 | $ 0.75 | |||||
Stock price - subsidiary | $ / shares | $ 0.03 | $ 0.02 | |||||
Discount applied | 0.00% | 0.00% | |||||
Fair value of stock price | $ / shares | $ 0 | $ 0 | |||||
Number of subsidiary warrants outstanding | shares | 48,904,037 | 48,904,037 | |||||
FaceBank Group, Inc Pre-Merger [Member] | Subsidiary Warrant Liability [Member] | Risk Free Interest Rate [Member] | |||||||
Fair value of warrant liability, measurement input, percentage | 0 | 2 | |||||
FaceBank Group, Inc Pre-Merger [Member] | Subsidiary Warrant Liability [Member] | Contractual Term (Years) [Member] | |||||||
Fair value assumption, warrant Contractual term (years) | 2 years 9 months 29 days | 3 years 29 days | |||||
FaceBank Group, Inc Pre-Merger [Member] | Subsidiary Warrant Liability [Member] | Expected Dividend Yield [Member] | |||||||
Fair value of warrant liability, measurement input, percentage | 0 | 0 | |||||
FaceBank Group, Inc Pre-Merger [Member] | Subsidiary Warrant Liability [Member] | Expected Volatility [Member] | |||||||
Fair value of warrant liability, measurement input, percentage | 84 | 84 | |||||
Fubo Tv [Member] | Minimum [Member] | |||||||
Fair value of underlying common shares | $ / shares | $ 4.78 |
Fair Value Measurements - Sch_9
Fair Value Measurements - Schedule of Fair value of Liability Using Monte Carlo Simulation Model (Details) (FaceBank Group, Inc Pre-Merger) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Expected dividend yield | 0.00% | 0.00% | |||
Minimum [Member] | |||||
Contractual term (years) | 5 years 3 months 19 days | 5 years 3 months 19 days | |||
Maximum [Member] | |||||
Contractual term (years) | 6 years 1 month 6 days | 6 years 1 month 6 days | |||
FaceBank Group, Inc Pre-Merger [Member] | Maximum [Member] | |||||
Stock price | $ 4.97 | ||||
FaceBank Group, Inc Pre-Merger [Member] | Monte Carlo Method [Member] | |||||
Stock price | $ 6.75 | ||||
Fixed conversion price | $ 0.25 | $ 0.25 | |||
Risk free rate | 1.60% | ||||
Expected dividend yield | 8.00% | 8.00% | |||
FaceBank Group, Inc Pre-Merger [Member] | Monte Carlo Method [Member] | Minimum [Member] | |||||
Stock price | $ 8.35 | $ 8.91 | |||
Risk free rate | 0.20% | ||||
Contractual term (years) | 1 year 2 months 12 days | 1 year 2 months 12 days | |||
Expected volatility | 87.20% | 89.20% | |||
FaceBank Group, Inc Pre-Merger [Member] | Monte Carlo Method [Member] | Maximum [Member] | |||||
Stock price | $ 9.20 | $ 9.03 | |||
Risk free rate | 0.40% | ||||
Contractual term (years) | 1 year 6 months | 1 year 6 months | |||
Expected volatility | 94.80% | 90.40% |
Fair Value Measurements - Sc_10
Fair Value Measurements - Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis (Details) (FaceBank Group, Inc Pre-Merger) (10-K) - USD ($) $ in Thousands | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Total Derivative Liability | $ 376 | |||
Warrant Liability | $ 28,085 | 24 | ||
Total Financial Liabilities at Fair Value | 3,574 | |||
Fair Value, Inputs, Level 1 [Member] | ||||
Total Derivative Liability | ||||
Warrant Liability | ||||
Total Financial Liabilities at Fair Value | ||||
Fair Value, Inputs, Level 2 [Member] | ||||
Total Derivative Liability | ||||
Warrant Liability | ||||
Total Financial Liabilities at Fair Value | ||||
Fair Value, Inputs, Level 3 [Member] | ||||
Total Derivative Liability | 376 | |||
Warrant Liability | 28,065 | |||
Total Financial Liabilities at Fair Value | $ 30,205 | 3,574 | ||
FaceBank Group, Inc Pre-Merger [Member] | ||||
Profits interest | 1,971 | |||
Embedded put option | $ 389 | 376 | ||
Warrant Liability | $ 15,987 | |||
FaceBank Group, Inc Pre-Merger [Member] | Fair Value, Inputs, Level 1 [Member] | ||||
Total Derivative Liability | ||||
Profits interest | ||||
Embedded put option | ||||
Warrant Liability | ||||
Total Financial Liabilities at Fair Value | ||||
FaceBank Group, Inc Pre-Merger [Member] | Fair Value, Inputs, Level 1 [Member] | Convertible Notes [Member] | ||||
Total Derivative Liability | ||||
FaceBank Group, Inc Pre-Merger [Member] | Fair Value, Inputs, Level 1 [Member] | Related Party Convertible Notes [Member] | ||||
Total Derivative Liability | ||||
FaceBank Group, Inc Pre-Merger [Member] | Fair Value, Inputs, Level 2 [Member] | ||||
Total Derivative Liability | ||||
Profits interest | ||||
Embedded put option | ||||
Warrant Liability | ||||
Total Financial Liabilities at Fair Value | ||||
FaceBank Group, Inc Pre-Merger [Member] | Fair Value, Inputs, Level 2 [Member] | Convertible Notes [Member] | ||||
Total Derivative Liability | ||||
FaceBank Group, Inc Pre-Merger [Member] | Fair Value, Inputs, Level 2 [Member] | Related Party Convertible Notes [Member] | ||||
Total Derivative Liability | ||||
FaceBank Group, Inc Pre-Merger [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Total Derivative Liability | 1,018 | |||
Profits interest | 1,971 | |||
Embedded put option | 376 | |||
Warrant Liability | 24 | 4,528 | ||
Total Financial Liabilities at Fair Value | 3,574 | 5,546 | ||
FaceBank Group, Inc Pre-Merger [Member] | Fair Value, Inputs, Level 3 [Member] | Convertible Notes [Member] | ||||
Total Derivative Liability | $ 1,203 | 469 | ||
FaceBank Group, Inc Pre-Merger [Member] | Fair Value, Inputs, Level 3 [Member] | Related Party Convertible Notes [Member] | ||||
Total Derivative Liability | $ 549 |
Fair Value Measurements - Sc_11
Fair Value Measurements - Schedule of Liability for Derivatives and Warrants (Details) (FaceBank Group, Inc Pre-Merger) (10-K) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Fair Values of Derivatives, Convertible Notes at beginning | $ 1,203 | $ 1,203 | |
Fair Values of Derivatives, Convertible Notes Change in fair value | (206) | ||
Fair Values of Derivatives, Convertible Notes Additions | 3,583 | ||
Fair Values of Derivatives, Convertible Notes Redemptions | (4,580) | ||
Fair Values of Derivatives, Convertible Notes at end | $ 1,203 | ||
Fair Values of Warrants (assumed from subsidiary) Change in fair value | (3) | ||
Fair Values of Warrants (assumed from subsidiary) Additions | |||
Fair Values of Warrants (assumed from subsidiary) Redemptions | |||
Embedded Put Option, Change in fair value | (220) | ||
Embedded Put Option, Additions | 172 | ||
Embedded Put Option, Redemptions | (328) | ||
FaceBank Group, Inc Pre-Merger [Member] | |||
Fair Values of Derivatives, Convertible Notes at beginning | 1,203 | 1,203 | 1,018 |
Fair Values of Derivatives, Convertible Notes Change in fair value | (200) | (678) | |
Fair Values of Derivatives, Convertible Notes Additions | 689 | 863 | |
Fair Values of Derivatives, Convertible Notes Redemptions | |||
Fair Values of Derivatives, Convertible Notes at end | 1,692 | 1,203 | |
Fair Values of Warrants (assumed from subsidiary) at beginning | 24 | 24 | 4,528 |
Fair Values of Warrants (assumed from subsidiary) Change in fair value | 15 | (4,504) | |
Fair Values of Warrants (assumed from subsidiary) Additions | |||
Fair Values of Warrants (assumed from subsidiary) Redemptions | |||
Fair Values of Warrants (assumed from subsidiary) at end | 24 | ||
Profits interest at beginning | 1,971 | 1,971 | |
Profits interest Change in fair value | 198 | ||
Profits interest Additions | 1,773 | ||
Profits interest Redemptions | |||
Profits interest at end | 1,971 | ||
Embedded Put Option, at beginning | 376 | $ 376 | |
Embedded Put Option, Change in fair value | (97) | (137) | |
Embedded Put Option, Additions | 172 | 589 | |
Embedded Put Option, Redemptions | (62) | (76) | |
Embedded Put Option, at end | $ 389 | $ 376 |
Fair Value Measurements - Sc_12
Fair Value Measurements - Schedule of Warrant Liabilities, Change in Using Black Scholes to Monte Carlo Simulation Assumptions (Details) (FaceBank Group, Inc Pre-Merger) (10-K) | Sep. 29, 2020$ / sharesshares | Apr. 23, 2020$ / sharesshares | Apr. 02, 2020$ / sharesshares | Mar. 31, 2020Integer$ / shares | Mar. 30, 2020$ / sharesshares | Dec. 31, 2019Integer$ / sharesshares | Dec. 31, 2018Integer$ / sharesshares |
Exercise Price | $ 3.06 | $ 9 | $ 7.74 | ||||
Fair value assumption, warrant Contractual term (years) | 3 years | 5 years | |||||
Number of subsidiary warrants outstanding | shares | 217,357 | 55,172 | 142,118 | ||||
FaceBank Group, Inc Pre-Merger [Member] | |||||||
Exercise Price | $ 5 | $ 7.74 | $ 0.75 | $ 0.75 | |||
Stock price - subsidiary | $ 0.02 | $ 0.22 | |||||
Discount applied | 0.00% | 50.00% | |||||
Fair value of stock price | $ 0 | $ 0.09 | |||||
Fair value assumption, warrant Contractual term (years) | 5 years | ||||||
Number of subsidiary warrants outstanding | shares | 142,118 | 48,904,037 | 48,904,037 | ||||
FaceBank Group, Inc Pre-Merger [Member] | Risk Free Interest Rate [Member] | |||||||
Fair value of warrant liability, measurement input, percentage | Integer | 1.62 | 2.49 | |||||
FaceBank Group, Inc Pre-Merger [Member] | Contractual Term (Years) [Member] | |||||||
Fair value assumption, warrant Contractual term (years) | 3 years 29 days | 4 years 29 days | |||||
FaceBank Group, Inc Pre-Merger [Member] | Expected Dividend Yield [Member] | |||||||
Fair value of warrant liability, measurement input, percentage | Integer | 0 | 0 | 0 | ||||
FaceBank Group, Inc Pre-Merger [Member] | Expected Volatility [Member] | |||||||
Fair value of warrant liability, measurement input, percentage | Integer | 83.7 | 86.5 |
Fair Value Measurements - Sc_13
Fair Value Measurements - Schedule of Fair value of Liability Using Monte Carlo Simulation Model (Details) (FaceBank Group, Inc Pre-Merger) (10-K) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Expected dividend yield | 0.00% | 0.00% | |||
Minimum [Member] | |||||
Contractual term (years) | 5 years 3 months 19 days | 5 years 3 months 19 days | |||
Maximum [Member] | |||||
Contractual term (years) | 6 years 1 month 6 days | 6 years 1 month 6 days | |||
FaceBank Group, Inc Pre-Merger [Member] | Maximum [Member] | |||||
Stock price | $ 4.97 | ||||
FaceBank Group, Inc Pre-Merger [Member] | Monte Carlo Method [Member] | |||||
Stock price | $ 6.75 | ||||
Fixed conversion price | $ 0.25 | $ 0.25 | |||
Risk free rate | 1.60% | ||||
Expected dividend yield | 8.00% | 8.00% | |||
FaceBank Group, Inc Pre-Merger [Member] | Monte Carlo Method [Member] | Minimum [Member] | |||||
Stock price | $ 8.35 | $ 8.91 | |||
Risk free rate | 0.20% | ||||
Contractual term (years) | 1 year 2 months 12 days | 1 year 2 months 12 days | |||
Expected volatility | 87.20% | 89.20% | |||
FaceBank Group, Inc Pre-Merger [Member] | Monte Carlo Method [Member] | Maximum [Member] | |||||
Stock price | $ 9.20 | $ 9.03 | |||
Risk free rate | 0.40% | ||||
Contractual term (years) | 1 year 6 months | 1 year 6 months | |||
Expected volatility | 94.80% | 90.40% |
Convertible Notes Payable - Sch
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) (FaceBank Group, Inc. Pre-Merger) - USD ($) | Feb. 10, 2020 | Feb. 06, 2020 | Jan. 17, 2020 | Dec. 20, 2019 | Dec. 12, 2019 | Jul. 30, 2019 | Dec. 06, 2016 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 13, 2020 | Mar. 24, 2020 | Dec. 31, 2018 | Oct. 31, 2015 | |||
Stated Interest Rate | 4.00% | |||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | ||||||||||||||||
Stated Interest Rate | 5.00% | |||||||||||||||
Principal | $ 10,050,000 | $ 375,000 | $ 889,000 | |||||||||||||
Unamortized Discount | (2,650,000) | (456,000) | ||||||||||||||
Variable Share Settlement Feature at Fair Value | 1,018,000 | |||||||||||||||
Carrying amount | 1,451,000 | |||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Convertible Notes [Member] | ||||||||||||||||
Principal | 1,215,000 | 865,000 | 574,000 | |||||||||||||
Unamortized Discount | (945,000) | (710,000) | (456,000) | |||||||||||||
Variable Share Settlement Feature at Fair Value | 1,692,000 | 1,203,000 | 469,000 | |||||||||||||
Carrying amount | $ 1,962,000 | $ 1,358,000 | $ 587,000 | |||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | JSJ Investments [Member][Member] | ||||||||||||||||
Issuance Date | [1] | Dec. 6, 2019 | Dec. 6, 2019 | |||||||||||||
Stated Interest Rate | 10.00% | 10.00% | [1] | 10.00% | [1] | |||||||||||
Maturity date | Dec. 6, 2020 | Dec. 6, 2020 | [1] | Dec. 6, 2020 | [1] | |||||||||||
Principal | [1] | $ 255,000 | $ 255,000 | |||||||||||||
Unamortized Discount | [1] | (174,000) | (238,000) | |||||||||||||
Variable Share Settlement Feature at Fair Value | [1] | 443,000 | 422,000 | |||||||||||||
Carrying amount | [1] | $ 524,000 | $ 439,000 | |||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Eagle Equities [Member] | ||||||||||||||||
Issuance Date | [2] | Dec. 12, 2019 | Dec. 12, 2019 | |||||||||||||
Stated Interest Rate | 12.00% | 12.00% | [2] | 12.00% | [2] | |||||||||||
Maturity date | Dec. 12, 2020 | Dec. 12, 2020 | [2] | Dec. 12, 2020 | [2] | |||||||||||
Principal | [2] | $ 210,000 | $ 210,000 | |||||||||||||
Unamortized Discount | [2] | (147,000) | (199,000) | |||||||||||||
Variable Share Settlement Feature at Fair Value | [2] | 297,000 | 285,000 | |||||||||||||
Carrying amount | [2] | $ 360,000 | $ 296,000 | |||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | BHP Capital [Member] | ||||||||||||||||
Issuance Date | [3] | Dec. 20, 2019 | Dec. 20, 2019 | |||||||||||||
Stated Interest Rate | 10.00% | 10.00% | [3] | 10.00% | [3] | 10.00% | ||||||||||
Maturity date | Dec. 20, 2020 | Dec. 20, 2020 | [3] | Dec. 20, 2020 | [3] | |||||||||||
Principal | [3] | $ 125,000 | $ 125,000 | |||||||||||||
Unamortized Discount | [3] | (85,000) | (114,000) | |||||||||||||
Variable Share Settlement Feature at Fair Value | [3] | 120,000 | 117,000 | |||||||||||||
Carrying amount | [3] | $ 160,000 | $ 128,000 | |||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | GS Capital Partners [Member] | ||||||||||||||||
Issuance Date | [4] | Jan. 17, 2020 | ||||||||||||||
Stated Interest Rate | 10.00% | 10.00% | [4] | |||||||||||||
Maturity date | Jan. 17, 2021 | Jan. 17, 2021 | [4] | |||||||||||||
Principal | [4] | $ 150,000 | ||||||||||||||
Unamortized Discount | [4] | (120,000) | ||||||||||||||
Variable Share Settlement Feature at Fair Value | [4] | 210,000 | ||||||||||||||
Carrying amount | [4] | $ 240,000 | ||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | EMA Financial, LLC [Member] | ||||||||||||||||
Issuance Date | [5] | Feb. 6, 2020 | ||||||||||||||
Stated Interest Rate | 10.00% | 10.00% | [5] | |||||||||||||
Maturity date | Nov. 6, 2020 | Nov. 6, 2020 | [5] | |||||||||||||
Principal | [5] | $ 125,000 | ||||||||||||||
Unamortized Discount | [5] | (100,000) | ||||||||||||||
Variable Share Settlement Feature at Fair Value | [5] | 204,000 | ||||||||||||||
Carrying amount | [5] | $ 229,000 | ||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Adar Alef, LLC [Member] | ||||||||||||||||
Issuance Date | Feb. 10, 2020 | [6] | Jul. 30, 2019 | [7] | ||||||||||||
Stated Interest Rate | 12.00% | 12.00% | 12.00% | [6] | 10.00% | [8] | ||||||||||
Maturity date | Feb. 10, 2021 | Jul. 30, 2020 | Feb. 10, 2021 | [6] | Jul. 30, 2020 | [7] | ||||||||||
Principal | $ 150,000 | [6] | $ 275,000 | [8] | ||||||||||||
Unamortized Discount | (129,000) | [6] | (159,000) | [8] | ||||||||||||
Variable Share Settlement Feature at Fair Value | 220,000 | [6] | 379,000 | [8] | ||||||||||||
Carrying amount | $ 241,000 | [6] | $ 495,000 | [8] | ||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | BHP Capital One [Member] | ||||||||||||||||
Issuance Date | [9] | Mar. 24, 2020 | ||||||||||||||
Stated Interest Rate | [9] | 10.00% | ||||||||||||||
Maturity date | [9] | Mar. 24, 2020 | ||||||||||||||
Principal | [9] | $ 100,000 | ||||||||||||||
Unamortized Discount | [9] | (95,000) | ||||||||||||||
Variable Share Settlement Feature at Fair Value | [9] | 99,000 | ||||||||||||||
Carrying amount | [9] | $ 104,000 | ||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Jefferson Street Capital LLC [Member] | ||||||||||||||||
Issuance Date | [10] | Mar. 24, 2020 | ||||||||||||||
Stated Interest Rate | 10.00% | [10] | 10.00% | |||||||||||||
Maturity date | [10] | Mar. 24, 2020 | ||||||||||||||
Principal | [10] | $ 100,000 | ||||||||||||||
Unamortized Discount | [10] | (95,000) | ||||||||||||||
Variable Share Settlement Feature at Fair Value | [10] | 99,000 | ||||||||||||||
Carrying amount | [10] | $ 104,000 | ||||||||||||||
[1] | On December 6, 2019, the Company issued a convertible promissory note to JSJ Investments with a principal balance of $255,000. The Company received net proceeds of $250,000. The note matures on December 6, 2020 and bears interest at 10% per annum. The Company may prepay this note and unpaid interest on or prior to July 3, 2020. The loan and any accrued interest may be converted into shares of the Company's common stock at a rate of 47% multiplied by the lowest trading price during the previous twenty (20) day trading period ending on the latest complete trading day prior to the conversion date. | |||||||||||||||
[2] | On December 12, 2019, the Company issued a convertible promissory note to Eagle Equities, LLC with a principal balance of $210,000. The Company received net proceeds of $200,000. The note matures on December 12, 2020 and bears interest at 12% per annum. The loan and any accrued interest may be converted into shares of the Company's common stock, at any time after the six month anniversary of the note, at a rate of 53% multiplied by the lowest trading price during the previous twenty (20) day trading period ending on the latest complete trading day prior to the conversion date. | |||||||||||||||
[3] | On December 20, 2019, the Company issued a convertible promissory note to BHP Capital NY Inc. with a principal balance of $125,000. The Company received net proceeds of $122,500. The note matures on December 20, 2020 and bears interest at 10% per annum. The loan and any accrued interest may be converted into shares of the Company's common stock at a rate of 61% multiplied by the lowest trading price during the previous fifteen (15) day trading period ending on the latest complete trading day prior to the conversion date. In connection with the promissory note, the Company issued 5,000 shares of its restricted common stock with a fair value of approximately $47,000. The Company will have the option to buy back the shares 180 days from the issue date, for a one-time payment of $8.00 per share. | |||||||||||||||
[4] | On January 17, 2020, the Company issued a convertible promissory note to GS Capital Partners, LLC. with a principal balance of $150,000. The note matures on January 17, 2021 and bears interest at 10% per annum. The loan and any accrued interest may be converted into shares of the Company's common stock at a rate of 53% multiplied by the lowest trading price during the previous twenty (20) day trading period ending on the latest complete trading day prior to the conversion date. | |||||||||||||||
[5] | On February 6, 2020, the Company issued a convertible promissory note to EMA Financial, LLC. with a principal balance of $125,000. The note matures on November 6, 2020 and bears interest at 10% per annum. The loan and any accrued interest may be converted into shares of the Company's common stock equal to the lower of (i) the lowest closing price of the common stock during the preceding twenty (20) day trading period ending on the latest trading day prior to the note issuance date or (ii) at a rate of 50% multiplied by the lowest trading price during the previous twenty (20) day trading period ending on the latest complete trading day prior to the conversion date. | |||||||||||||||
[6] | On February 10, 2020, the Company issued a convertible promissory note to Adar Alef, LLC. with a principal balance of $150,000. The note matures on February 10, 2021 and bears interest at 12% per annum. The loan and any accrued interest may be converted into shares of the Company's common stock at a rate of 53% multiplied by the lowest trading price during the previous twenty (20) day trading period ending on the latest complete trading day prior to the conversion date. | |||||||||||||||
[7] | On July 30, 2019, the Company issued a convertible promissory note to Adar Alef, LLC in the amount of $275,000. The note accrues interest at a rate of 12% per annum and matures on July 30, 2020. The note is not convertible until the six month anniversary of the note, at which time if the note has not already been repaid by the Company, the note holder shall be entitled to convert all or part of the note into shares of the Company's common stock, at a price per share equal to 53% of the lowest trading price of the common stock for the twenty prior trading days upon which the conversion notice is received by the Company. On November 28, 2018, the Company issued a convertible promissory note to Adar Bays - Alef, LLC in the amount of $192,500. The note is due on November 28, 2019 and bears interest at 6% per annum. The loan and any accrued interest may be converted into shares of the Company's common stock at a rate of 53% multiplied by the lowest trading price during the previous twenty (20) day trading period ending on the latest complete trading day prior to the conversion date. On May 20, 2019, the Company settled the note, repaying the principal balance of $192,500 and $47,500 for interest and penalties. | |||||||||||||||
[8] | On July 30, 2019, the Company issued a convertible promissory note to Adar Alef, LLC in the amount of $275,000. The note accrues interest at a rate of 12% per annum and matures on July 30, 2020. The note is not convertible until the six month anniversary of the note, at which time if the note has not already been repaid by the Company, the note holder shall be entitled to convert all or part of the note into shares of the Company's common stock, at a price per share equal to 53% of the lowest trading price of the common stock for the twenty prior trading days upon which the conversion notice is received by the Company. On January 20, 2020, the Company repaid the principal balance of $275,000 and accrued interest of approximately $16,000. | |||||||||||||||
[9] | On March 24, 2020, the Company issued a convertible promissory note to BHP Capital NY Inc. with a principal balance of $100,000. The note matures on demand and bears interest at 10% per annum. The loan and any accrued interest may be converted into shares of the Company's common stock at a rate of 61% multiplied by the lowest trading price during the previous fifteen (15) day trading period ending on the latest complete trading day prior to the conversion date. | |||||||||||||||
[10] | On March 24, 2020, the Company issued a convertible promissory note to Jefferson Street Capital, LLC. with a principal balance of $100,000. The note matures on demand and bears interest at 10% per annum. The loan and any accrued interest may be converted into shares of the Company's common stock at a rate of 61% multiplied by the lowest trading price during the previous fifteen (15) day trading period ending on the latest complete trading day prior to the conversion date. On January 29, 2020, the Company issued a convertible promissory note to Auctus Fund, LLC. with a principal balance of $275,000. The note matures on November 29, 2020 and bears interest at 10% per annum. The loan and any accrued interest may be converted into shares of the Company's common stock at a rate of 50% multiplied by the lowest trading price during the previous twenty five (25) day trading period ending on the latest complete trading day prior to the conversion date. On March 19, 2020, the Company repaid the principal balance and interest of approximately $4,000. |
Convertible Notes Payable - S_2
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) (FaceBank Group, Inc. Pre-Merger) (Parenthetical) | Mar. 24, 2020USD ($)Integer | Feb. 10, 2020USD ($)Integer | Feb. 06, 2020USD ($)Integer | Jan. 29, 2020USD ($)Integer | Jan. 20, 2020USD ($) | Jan. 17, 2020USD ($)Integer | Dec. 20, 2019USD ($)Integer$ / sharesshares | Dec. 12, 2019USD ($)Integer | Jul. 30, 2019USD ($)Integer | Dec. 06, 2016USD ($)Integer | Sep. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 13, 2020 | Oct. 31, 2015 | |||
Interest rate | 4.00% | |||||||||||||||||||||
Repayments of convertible debt | $ 2,800,000 | $ 3,913,000 | $ 523,000 | |||||||||||||||||||
Proceeds from convertible debt | $ 3,003,000 | $ 275,000 | ||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | ||||||||||||||||||||||
Interest rate | 5.00% | |||||||||||||||||||||
Repayments of convertible debt | $ 550,000 | $ 203,000 | $ 541,000 | $ 1,803,000 | ||||||||||||||||||
Proceeds from convertible debt | $ 900,000 | $ 847,000 | $ 1,780,000 | |||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Adar Alef, LLC [Member] | ||||||||||||||||||||||
Convertible promissory notes issued | $ 275,000 | |||||||||||||||||||||
Interest rate | 12.00% | 12.00% | 12.00% | [1] | 10.00% | [2] | ||||||||||||||||
Debt maturity date | Feb. 10, 2021 | Jul. 30, 2020 | Feb. 10, 2021 | [1] | Jul. 30, 2020 | [3] | ||||||||||||||||
Minimum percentage of common stock price to debt conversion to determine eligibility | 53.00% | |||||||||||||||||||||
Repayments of convertible debt | $ 275,000 | |||||||||||||||||||||
Repayments of accrued interest | $ 16,000 | |||||||||||||||||||||
Trading days | Integer | 20 | 20 | ||||||||||||||||||||
Principal amount | $ 150,000 | |||||||||||||||||||||
Debt instrument conversion of shares percentage | 0.53 | |||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | JSJ Investments [Member][Member] | ||||||||||||||||||||||
Interest rate | 10.00% | 10.00% | [4] | 10.00% | [4] | |||||||||||||||||
Debt maturity date | Dec. 6, 2020 | Dec. 6, 2020 | [4] | Dec. 6, 2020 | [4] | |||||||||||||||||
Trading days | Integer | 20 | |||||||||||||||||||||
Principal amount | $ 255,000 | |||||||||||||||||||||
Proceeds from convertible debt | $ 250,000 | |||||||||||||||||||||
Debt instrument conversion of shares percentage | 0.47 | |||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Eagle Equities, LLC [Member] | ||||||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||||
Debt maturity date | Dec. 12, 2020 | |||||||||||||||||||||
Trading days | Integer | 20 | |||||||||||||||||||||
Principal amount | $ 210,000 | |||||||||||||||||||||
Proceeds from convertible debt | $ 200,000 | |||||||||||||||||||||
Debt instrument conversion of shares percentage | 0.53 | |||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | BHP Capital [Member] | ||||||||||||||||||||||
Interest rate | 10.00% | 10.00% | 10.00% | [5] | 10.00% | [5] | ||||||||||||||||
Debt maturity date | Dec. 20, 2020 | Dec. 20, 2020 | [5] | Dec. 20, 2020 | [5] | |||||||||||||||||
Trading days | Integer | 15 | 15 | ||||||||||||||||||||
Principal amount | $ 100,000 | $ 125,000 | ||||||||||||||||||||
Proceeds from convertible debt | $ 122,500 | |||||||||||||||||||||
Debt instrument conversion of shares percentage | 0.61 | 0.61 | ||||||||||||||||||||
Restricted stock issued shares | shares | 5,000 | |||||||||||||||||||||
Restricted stock issued value | $ 47,000 | |||||||||||||||||||||
Share issued price per share | $ / shares | $ 8 | |||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | GS Capital Partners [Member] | ||||||||||||||||||||||
Interest rate | 10.00% | 10.00% | [6] | |||||||||||||||||||
Debt maturity date | Jan. 17, 2021 | Jan. 17, 2021 | [6] | |||||||||||||||||||
Trading days | Integer | 20 | |||||||||||||||||||||
Principal amount | $ 150,000 | |||||||||||||||||||||
Debt instrument conversion of shares percentage | 0.53 | |||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | EMA Financial, LLC [Member] | ||||||||||||||||||||||
Interest rate | 10.00% | 10.00% | [7] | |||||||||||||||||||
Debt maturity date | Nov. 6, 2020 | Nov. 6, 2020 | [7] | |||||||||||||||||||
Trading days | Integer | 20 | |||||||||||||||||||||
Principal amount | $ 125,000 | |||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Jefferson Street Capital LLC [Member] | ||||||||||||||||||||||
Interest rate | 10.00% | 10.00% | [8] | |||||||||||||||||||
Debt maturity date | [8] | Mar. 24, 2020 | ||||||||||||||||||||
Trading days | Integer | 15 | |||||||||||||||||||||
Principal amount | $ 100,000 | |||||||||||||||||||||
Debt instrument conversion of shares percentage | 0.61 | |||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Auctus Fund [Member] | ||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||
Debt maturity date | Nov. 29, 2020 | |||||||||||||||||||||
Repayments of convertible debt | $ 4,000 | |||||||||||||||||||||
Trading days | Integer | 25 | |||||||||||||||||||||
Principal amount | $ 275,000 | |||||||||||||||||||||
[1] | On February 10, 2020, the Company issued a convertible promissory note to Adar Alef, LLC. with a principal balance of $150,000. The note matures on February 10, 2021 and bears interest at 12% per annum. The loan and any accrued interest may be converted into shares of the Company's common stock at a rate of 53% multiplied by the lowest trading price during the previous twenty (20) day trading period ending on the latest complete trading day prior to the conversion date. | |||||||||||||||||||||
[2] | On July 30, 2019, the Company issued a convertible promissory note to Adar Alef, LLC in the amount of $275,000. The note accrues interest at a rate of 12% per annum and matures on July 30, 2020. The note is not convertible until the six month anniversary of the note, at which time if the note has not already been repaid by the Company, the note holder shall be entitled to convert all or part of the note into shares of the Company's common stock, at a price per share equal to 53% of the lowest trading price of the common stock for the twenty prior trading days upon which the conversion notice is received by the Company. On January 20, 2020, the Company repaid the principal balance of $275,000 and accrued interest of approximately $16,000. | |||||||||||||||||||||
[3] | On July 30, 2019, the Company issued a convertible promissory note to Adar Alef, LLC in the amount of $275,000. The note accrues interest at a rate of 12% per annum and matures on July 30, 2020. The note is not convertible until the six month anniversary of the note, at which time if the note has not already been repaid by the Company, the note holder shall be entitled to convert all or part of the note into shares of the Company's common stock, at a price per share equal to 53% of the lowest trading price of the common stock for the twenty prior trading days upon which the conversion notice is received by the Company. On November 28, 2018, the Company issued a convertible promissory note to Adar Bays - Alef, LLC in the amount of $192,500. The note is due on November 28, 2019 and bears interest at 6% per annum. The loan and any accrued interest may be converted into shares of the Company's common stock at a rate of 53% multiplied by the lowest trading price during the previous twenty (20) day trading period ending on the latest complete trading day prior to the conversion date. On May 20, 2019, the Company settled the note, repaying the principal balance of $192,500 and $47,500 for interest and penalties. | |||||||||||||||||||||
[4] | On December 6, 2019, the Company issued a convertible promissory note to JSJ Investments with a principal balance of $255,000. The Company received net proceeds of $250,000. The note matures on December 6, 2020 and bears interest at 10% per annum. The Company may prepay this note and unpaid interest on or prior to July 3, 2020. The loan and any accrued interest may be converted into shares of the Company's common stock at a rate of 47% multiplied by the lowest trading price during the previous twenty (20) day trading period ending on the latest complete trading day prior to the conversion date. | |||||||||||||||||||||
[5] | On December 20, 2019, the Company issued a convertible promissory note to BHP Capital NY Inc. with a principal balance of $125,000. The Company received net proceeds of $122,500. The note matures on December 20, 2020 and bears interest at 10% per annum. The loan and any accrued interest may be converted into shares of the Company's common stock at a rate of 61% multiplied by the lowest trading price during the previous fifteen (15) day trading period ending on the latest complete trading day prior to the conversion date. In connection with the promissory note, the Company issued 5,000 shares of its restricted common stock with a fair value of approximately $47,000. The Company will have the option to buy back the shares 180 days from the issue date, for a one-time payment of $8.00 per share. | |||||||||||||||||||||
[6] | On January 17, 2020, the Company issued a convertible promissory note to GS Capital Partners, LLC. with a principal balance of $150,000. The note matures on January 17, 2021 and bears interest at 10% per annum. The loan and any accrued interest may be converted into shares of the Company's common stock at a rate of 53% multiplied by the lowest trading price during the previous twenty (20) day trading period ending on the latest complete trading day prior to the conversion date. | |||||||||||||||||||||
[7] | On February 6, 2020, the Company issued a convertible promissory note to EMA Financial, LLC. with a principal balance of $125,000. The note matures on November 6, 2020 and bears interest at 10% per annum. The loan and any accrued interest may be converted into shares of the Company's common stock equal to the lower of (i) the lowest closing price of the common stock during the preceding twenty (20) day trading period ending on the latest trading day prior to the note issuance date or (ii) at a rate of 50% multiplied by the lowest trading price during the previous twenty (20) day trading period ending on the latest complete trading day prior to the conversion date. | |||||||||||||||||||||
[8] | On March 24, 2020, the Company issued a convertible promissory note to Jefferson Street Capital, LLC. with a principal balance of $100,000. The note matures on demand and bears interest at 10% per annum. The loan and any accrued interest may be converted into shares of the Company's common stock at a rate of 61% multiplied by the lowest trading price during the previous fifteen (15) day trading period ending on the latest complete trading day prior to the conversion date. On January 29, 2020, the Company issued a convertible promissory note to Auctus Fund, LLC. with a principal balance of $275,000. The note matures on November 29, 2020 and bears interest at 10% per annum. The loan and any accrued interest may be converted into shares of the Company's common stock at a rate of 50% multiplied by the lowest trading price during the previous twenty five (25) day trading period ending on the latest complete trading day prior to the conversion date. On March 19, 2020, the Company repaid the principal balance and interest of approximately $4,000. |
Convertible Notes Payable and_3
Convertible Notes Payable and Convertible Notes Payable to Related Parties - Schedule of Convertible Notes Payable (Details) (FaceBank Group, Inc. Pre-Merger) (10-K) - USD ($) | Feb. 10, 2020 | Dec. 20, 2019 | Dec. 12, 2019 | Jul. 30, 2019 | Nov. 26, 2018 | Nov. 06, 2018 | Dec. 28, 2016 | Dec. 06, 2016 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 13, 2020 | Mar. 24, 2020 | Oct. 31, 2015 | ||||
Stated Interest Rate | 4.00% | |||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | ||||||||||||||||||
Stated Interest Rate | 5.00% | |||||||||||||||||
Principal | $ 10,050,000 | $ 375,000 | $ 889,000 | |||||||||||||||
Unamortized Discount | (2,650,000) | (456,000) | ||||||||||||||||
Variable Share Settlement Feature at Fair Value | 1,018,000 | |||||||||||||||||
Carrying amount | $ 1,451,000 | |||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Chairman [Member] | ||||||||||||||||||
Issuance Date | [1] | Oct. 12, 2015 | ||||||||||||||||
Stated Interest Rate | [1] | 22.00% | ||||||||||||||||
Maturity date | [1] | Aug. 1, 2017 | ||||||||||||||||
Principal | [1] | $ 265,000 | ||||||||||||||||
Unamortized Discount | [1] | |||||||||||||||||
Variable Share Settlement Feature at Fair Value | [1] | 549,000 | ||||||||||||||||
Carrying amount | [1] | $ 814,000 | ||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Shareholder [Member] | ||||||||||||||||||
Issuance Date | [2] | Dec. 28, 2016 | ||||||||||||||||
Stated Interest Rate | 3.00% | 3.00% | [2] | |||||||||||||||
Maturity date | Mar. 24, 2017 | Mar. 24, 2017 | [2] | |||||||||||||||
Principal | [2] | $ 50,000 | ||||||||||||||||
Unamortized Discount | [2] | |||||||||||||||||
Variable Share Settlement Feature at Fair Value | [2] | |||||||||||||||||
Carrying amount | [2] | 50,000 | ||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Convertible Notes [Member] | ||||||||||||||||||
Principal | 1,215,000 | 865,000 | 574,000 | |||||||||||||||
Unamortized Discount | (945,000) | (710,000) | (456,000) | |||||||||||||||
Variable Share Settlement Feature at Fair Value | 1,692,000 | 1,203,000 | 469,000 | |||||||||||||||
Carrying amount | $ 1,962,000 | $ 1,358,000 | 587,000 | |||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Convertible Notes - Related Parties [Member] | ||||||||||||||||||
Principal | 315,000 | |||||||||||||||||
Unamortized Discount | ||||||||||||||||||
Variable Share Settlement Feature at Fair Value | 549,000 | |||||||||||||||||
Carrying amount | $ 864,000 | |||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Adar Alef, LLC [Member] | ||||||||||||||||||
Issuance Date | Feb. 10, 2020 | [3] | Jul. 30, 2019 | [4] | ||||||||||||||
Stated Interest Rate | 12.00% | 12.00% | 12.00% | [3] | 10.00% | [5] | ||||||||||||
Maturity date | Feb. 10, 2021 | Jul. 30, 2020 | Feb. 10, 2021 | [3] | Jul. 30, 2020 | [4] | ||||||||||||
Principal | $ 150,000 | [3] | $ 275,000 | [5] | ||||||||||||||
Unamortized Discount | (129,000) | [3] | (159,000) | [5] | ||||||||||||||
Variable Share Settlement Feature at Fair Value | 220,000 | [3] | 379,000 | [5] | ||||||||||||||
Carrying amount | $ 241,000 | [3] | $ 495,000 | [5] | ||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | JSJ Investments [Member][Member] | ||||||||||||||||||
Issuance Date | [6] | Dec. 6, 2019 | Dec. 6, 2019 | |||||||||||||||
Stated Interest Rate | 10.00% | 10.00% | [6] | 10.00% | [6] | |||||||||||||
Maturity date | Dec. 6, 2020 | Dec. 6, 2020 | [6] | Dec. 6, 2020 | [6] | |||||||||||||
Principal | [6] | $ 255,000 | $ 255,000 | |||||||||||||||
Unamortized Discount | [6] | (174,000) | (238,000) | |||||||||||||||
Variable Share Settlement Feature at Fair Value | [6] | 443,000 | 422,000 | |||||||||||||||
Carrying amount | [6] | $ 524,000 | $ 439,000 | |||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Eagle Equities [Member] | ||||||||||||||||||
Issuance Date | [7] | Dec. 12, 2019 | Dec. 12, 2019 | |||||||||||||||
Stated Interest Rate | 12.00% | 12.00% | [7] | 12.00% | [7] | |||||||||||||
Maturity date | Dec. 12, 2020 | Dec. 12, 2020 | [7] | Dec. 12, 2020 | [7] | |||||||||||||
Principal | [7] | $ 210,000 | $ 210,000 | |||||||||||||||
Unamortized Discount | [7] | (147,000) | (199,000) | |||||||||||||||
Variable Share Settlement Feature at Fair Value | [7] | 297,000 | 285,000 | |||||||||||||||
Carrying amount | [7] | $ 360,000 | $ 296,000 | |||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | BHP Capital [Member] | ||||||||||||||||||
Issuance Date | [8] | Dec. 20, 2019 | Dec. 20, 2019 | |||||||||||||||
Stated Interest Rate | 10.00% | 10.00% | [8] | 10.00% | [8] | 10.00% | ||||||||||||
Maturity date | Dec. 20, 2020 | Dec. 20, 2020 | [8] | Dec. 20, 2020 | [8] | |||||||||||||
Principal | [8] | $ 125,000 | $ 125,000 | |||||||||||||||
Unamortized Discount | [8] | (85,000) | (114,000) | |||||||||||||||
Variable Share Settlement Feature at Fair Value | [8] | 120,000 | 117,000 | |||||||||||||||
Carrying amount | [8] | $ 160,000 | $ 128,000 | |||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Power Up Lending Group [Member] | ||||||||||||||||||
Issuance Date | [9],[10] | Aug. 24, 2018 | ||||||||||||||||
Stated Interest Rate | 8.00% | 8.00% | [9],[10] | |||||||||||||||
Maturity date | Nov. 26, 2019 | Aug. 24, 2019 | [9],[10] | |||||||||||||||
Principal | [9],[10] | $ 203,000 | ||||||||||||||||
Unamortized Discount | [9],[10] | (131,000) | ||||||||||||||||
Variable Share Settlement Feature at Fair Value | [9],[10] | 152,000 | ||||||||||||||||
Carrying amount | [9],[10] | $ 224,000 | ||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Birchwood Capital, LLC [Member] | ||||||||||||||||||
Issuance Date | [11] | Nov. 6, 2018 | ||||||||||||||||
Stated Interest Rate | 10.00% | 10.00% | [11] | |||||||||||||||
Maturity date | May 6, 2019 | May 6, 2019 | [11] | |||||||||||||||
Principal | [11] | $ 50,000 | ||||||||||||||||
Unamortized Discount | [11] | (35,000) | ||||||||||||||||
Variable Share Settlement Feature at Fair Value | [11] | |||||||||||||||||
Carrying amount | [11] | $ 15,000 | ||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Power Up Lending Group [Member] | ||||||||||||||||||
Issuance Date | [12] | Nov. 26, 2018 | ||||||||||||||||
Stated Interest Rate | [12] | 8.00% | ||||||||||||||||
Maturity date | [12] | Nov. 26, 2019 | ||||||||||||||||
Principal | [12] | $ 128,000 | ||||||||||||||||
Unamortized Discount | [12] | (115,000) | ||||||||||||||||
Variable Share Settlement Feature at Fair Value | [12] | 96,000 | ||||||||||||||||
Carrying amount | [12] | $ 109,000 | ||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Adar Bays, LLC - Alef [Member] | ||||||||||||||||||
Issuance Date | [4] | Nov. 28, 2018 | ||||||||||||||||
Stated Interest Rate | [4] | 10.00% | ||||||||||||||||
Maturity date | [4] | Nov. 28, 2019 | ||||||||||||||||
Principal | [4] | $ 193,000 | ||||||||||||||||
Unamortized Discount | [4] | (175,000) | ||||||||||||||||
Variable Share Settlement Feature at Fair Value | [4] | 221,000 | ||||||||||||||||
Carrying amount | [4] | $ 239,000 | ||||||||||||||||
[1] | In July 2015, the Company issued convertible promissory notes to Mr. Bafer, Chairman, in exchange for the cancellation of previously issued promissory notes in the aggregate of $530,000 and accrued interest of $13,000 for a total of $543,000. The notes are unsecured, bear interest of 5% per annum, matured on October 1, 2015 and are convertible into shares of common stock at a conversion price equal to the lowest closing stock price during the 20 trading days prior to conversion with a 50% discount. In October 2015, the notes matured and became past due. As a result, the stated interest of 5% increased to 22% pursuant to the term of the notes. In July 2016, the Company and Mr. Bafer agreed to extend the maturity date of these notes to August 1, 2017 to cure the default. There were no other terms changed and no additional consideration was paid. On May 22, 2019, the Company issued a non-convertible promissory note to replace the convertible promissory notes (See Note 8). | |||||||||||||||||
[2] | On December 28, 2016, the Company issued an unsecured convertible promissory note in the principal amount of $50,000 to a shareholder. The note bears interest at 3% per annum, was due on March 24, 2017, and is convertible into shares of common stock at a conversion price of $4,000 per share. The promissory note was converted into 250,000 shares of common stock. | |||||||||||||||||
[3] | On February 10, 2020, the Company issued a convertible promissory note to Adar Alef, LLC. with a principal balance of $150,000. The note matures on February 10, 2021 and bears interest at 12% per annum. The loan and any accrued interest may be converted into shares of the Company's common stock at a rate of 53% multiplied by the lowest trading price during the previous twenty (20) day trading period ending on the latest complete trading day prior to the conversion date. | |||||||||||||||||
[4] | On July 30, 2019, the Company issued a convertible promissory note to Adar Alef, LLC in the amount of $275,000. The note accrues interest at a rate of 12% per annum and matures on July 30, 2020. The note is not convertible until the six month anniversary of the note, at which time if the note has not already been repaid by the Company, the note holder shall be entitled to convert all or part of the note into shares of the Company's common stock, at a price per share equal to 53% of the lowest trading price of the common stock for the twenty prior trading days upon which the conversion notice is received by the Company. On November 28, 2018, the Company issued a convertible promissory note to Adar Bays - Alef, LLC in the amount of $192,500. The note is due on November 28, 2019 and bears interest at 6% per annum. The loan and any accrued interest may be converted into shares of the Company's common stock at a rate of 53% multiplied by the lowest trading price during the previous twenty (20) day trading period ending on the latest complete trading day prior to the conversion date. On May 20, 2019, the Company settled the note, repaying the principal balance of $192,500 and $47,500 for interest and penalties. | |||||||||||||||||
[5] | On July 30, 2019, the Company issued a convertible promissory note to Adar Alef, LLC in the amount of $275,000. The note accrues interest at a rate of 12% per annum and matures on July 30, 2020. The note is not convertible until the six month anniversary of the note, at which time if the note has not already been repaid by the Company, the note holder shall be entitled to convert all or part of the note into shares of the Company's common stock, at a price per share equal to 53% of the lowest trading price of the common stock for the twenty prior trading days upon which the conversion notice is received by the Company. On January 20, 2020, the Company repaid the principal balance of $275,000 and accrued interest of approximately $16,000. | |||||||||||||||||
[6] | On December 6, 2019, the Company issued a convertible promissory note to JSJ Investments with a principal balance of $255,000. The Company received net proceeds of $250,000. The note matures on December 6, 2020 and bears interest at 10% per annum. The Company may prepay this note and unpaid interest on or prior to July 3, 2020. The loan and any accrued interest may be converted into shares of the Company's common stock at a rate of 47% multiplied by the lowest trading price during the previous twenty (20) day trading period ending on the latest complete trading day prior to the conversion date. | |||||||||||||||||
[7] | On December 12, 2019, the Company issued a convertible promissory note to Eagle Equities, LLC with a principal balance of $210,000. The Company received net proceeds of $200,000. The note matures on December 12, 2020 and bears interest at 12% per annum. The loan and any accrued interest may be converted into shares of the Company's common stock, at any time after the six month anniversary of the note, at a rate of 53% multiplied by the lowest trading price during the previous twenty (20) day trading period ending on the latest complete trading day prior to the conversion date. | |||||||||||||||||
[8] | On December 20, 2019, the Company issued a convertible promissory note to BHP Capital NY Inc. with a principal balance of $125,000. The Company received net proceeds of $122,500. The note matures on December 20, 2020 and bears interest at 10% per annum. The loan and any accrued interest may be converted into shares of the Company's common stock at a rate of 61% multiplied by the lowest trading price during the previous fifteen (15) day trading period ending on the latest complete trading day prior to the conversion date. In connection with the promissory note, the Company issued 5,000 shares of its restricted common stock with a fair value of approximately $47,000. The Company will have the option to buy back the shares 180 days from the issue date, for a one-time payment of $8.00 per share. | |||||||||||||||||
[9] | On February 20, 2019, the Company settled the August 24, 2018, convertible promissory note issued to Power Up, repaying the principal balance of $202,500 and $66,369 for interest and penalties. | |||||||||||||||||
[10] | The (#) references the notes described below | |||||||||||||||||
[11] | On November 6, 2018, the Company issued a convertible promissory note to Birchwood Capital, LLC in the amount of $50,000. The note was due on May 6, 2019 and bears interest at 10% per annum. The loan and any accrued interest may be converted into shares of the Company's common stock at a rate of $3.00 per share. The Company recorded a beneficial conversion feature discount of $50,000 on this note as of December 31, 2018. The note is currently past due. Accrued interest was approximately $4,500 and $1,000 as of September 30, 2019 and December 31, 2018, respectively. On October 11, 2019, the principal balance of $50,000 was converted into 16,666 shares of the Company's common stock at share price of $3.00. The Company and Birchwood Capital, LLC, have agreed that this conversion fully satisfies the outstanding principal and accrued interest related to this note. During the year ended December 31, 2019, the Company reversed accrued interest of approximately $4,500. | |||||||||||||||||
[12] | On November 26, 2018, the Company issued a convertible promissory note to Power Up Lending Group, LLC in the amount of $128,000. The note is due on November 26, 2019 and bears interest at 8% per annum. The loan and any accrued interest may be converted into shares of the Company's common stock at a rate of 61% multiplied by the average for the three lowest traded prices during the previous ten (10) day trading period ending on the latest complete trading day prior to the conversion date. On April 25, 2019, the Company settled the note, repaying the principal balance of $128,000 and $39,000 for interest and penalties. |
Convertible Notes Payable and_4
Convertible Notes Payable and Convertible Notes Payable to Related Parties - Schedule of Convertible Notes Payable (Details) (FaceBank Group, Inc. Pre-Merger) (10-K) (Parenthetical) | Mar. 24, 2020USD ($)Integer | Feb. 10, 2020USD ($)Integer | Jan. 20, 2020USD ($) | Dec. 20, 2019USD ($)Integer$ / sharesshares | Dec. 12, 2019USD ($)Integer | Oct. 11, 2019USD ($)$ / sharesshares | Jul. 30, 2019USD ($)Integer | May 20, 2019USD ($) | Apr. 25, 2019USD ($) | Feb. 20, 2019USD ($) | Nov. 28, 2018USD ($)Integer | Nov. 26, 2018USD ($)Integer | Nov. 06, 2018USD ($)$ / shares | Dec. 28, 2016USD ($)$ / sharesshares | Dec. 06, 2016USD ($)Integer | Jul. 31, 2016 | Jul. 31, 2015USD ($)Integer | Sep. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 13, 2020 | Oct. 31, 2015 | |||
Repayments of convertible debt | $ 2,800,000 | $ 3,913,000 | $ 523,000 | ||||||||||||||||||||||||||
Interest rate | 4.00% | ||||||||||||||||||||||||||||
Accrued interest | $ 600,000 | 600,000 | $ 300,000 | ||||||||||||||||||||||||||
Proceeds from convertible debt | $ 3,003,000 | 275,000 | |||||||||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | |||||||||||||||||||||||||||||
Repayments of convertible debt | $ 550,000 | $ 203,000 | 541,000 | $ 1,803,000 | |||||||||||||||||||||||||
Interest rate | 5.00% | ||||||||||||||||||||||||||||
Accrued interest | 102,000 | 85,000 | 45,000 | ||||||||||||||||||||||||||
Proceeds from convertible debt | $ 900,000 | $ 847,000 | $ 1,780,000 | ||||||||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Shareholder [Member] | |||||||||||||||||||||||||||||
Debt maturity date | Mar. 24, 2017 | Mar. 24, 2017 | [1] | ||||||||||||||||||||||||||
Interest rate | 3.00% | 3.00% | [1] | ||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 4,000 | ||||||||||||||||||||||||||||
Conversion of shares | shares | 250,000 | ||||||||||||||||||||||||||||
Convertible promissory note principal amount | $ 50,000 | ||||||||||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Increased Term of Notes [Member] | |||||||||||||||||||||||||||||
Interest rate | 22.00% | ||||||||||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Mr. Bafer [Member] | |||||||||||||||||||||||||||||
Debt maturity date | Aug. 1, 2017 | Oct. 1, 2015 | |||||||||||||||||||||||||||
Interest rate | 5.00% | ||||||||||||||||||||||||||||
Minimum percentage of common stock price to debt conversion to determine eligibility | 50.00% | ||||||||||||||||||||||||||||
Trading days | Integer | 20 | ||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 530,000 | ||||||||||||||||||||||||||||
Accrued interest related party | 13,000 | ||||||||||||||||||||||||||||
Convertible promissory note principal amount | $ 543,000 | ||||||||||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Power Up Lending Group [Member] | |||||||||||||||||||||||||||||
Repayments of convertible debt | $ 202,500 | ||||||||||||||||||||||||||||
Repayments of interest and penalties | $ 66,369 | ||||||||||||||||||||||||||||
Convertible promissory notes issued | $ 128,000 | ||||||||||||||||||||||||||||
Debt maturity date | Nov. 26, 2019 | Aug. 24, 2019 | [2],[3] | ||||||||||||||||||||||||||
Interest rate | 8.00% | 8.00% | [2],[3] | ||||||||||||||||||||||||||
Minimum percentage of common stock price to debt conversion to determine eligibility | 61.00% | ||||||||||||||||||||||||||||
Trading days | Integer | 10 | ||||||||||||||||||||||||||||
Repayments of principal balance interest | $ 128,000 | ||||||||||||||||||||||||||||
Repayments of principal balance for penalties | $ 39,000 | ||||||||||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Birchwood Capital, LLC [Member] | |||||||||||||||||||||||||||||
Convertible promissory notes issued | $ 50,000 | ||||||||||||||||||||||||||||
Debt maturity date | May 6, 2019 | May 6, 2019 | [4] | ||||||||||||||||||||||||||
Interest rate | 10.00% | 10.00% | [4] | ||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 3 | $ 3 | |||||||||||||||||||||||||||
Beneficial conversion feature discount | $ 50,000 | ||||||||||||||||||||||||||||
Accrued interest | $ 4,500 | $ 4,500 | $ 1,000 | ||||||||||||||||||||||||||
Principal amount | $ 50,000 | ||||||||||||||||||||||||||||
Conversion of shares | shares | 16,666 | ||||||||||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Adar Alef, LLC [Member] | |||||||||||||||||||||||||||||
Repayments of convertible debt | $ 275,000 | ||||||||||||||||||||||||||||
Repayments of interest and penalties | $ 16,000 | ||||||||||||||||||||||||||||
Convertible promissory notes issued | $ 275,000 | ||||||||||||||||||||||||||||
Debt maturity date | Feb. 10, 2021 | Jul. 30, 2020 | Feb. 10, 2021 | [5] | Jul. 30, 2020 | [6] | |||||||||||||||||||||||
Interest rate | 12.00% | 12.00% | 12.00% | [5] | 10.00% | [7] | |||||||||||||||||||||||
Minimum percentage of common stock price to debt conversion to determine eligibility | 53.00% | ||||||||||||||||||||||||||||
Principal amount | $ 150,000 | ||||||||||||||||||||||||||||
Trading days | Integer | 20 | 20 | |||||||||||||||||||||||||||
Debt instrument conversion of shares percentage | 0.53 | ||||||||||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Adar Bays - Alef, LLC [Member] | |||||||||||||||||||||||||||||
Convertible promissory notes issued | $ 192,500 | ||||||||||||||||||||||||||||
Debt maturity date | Nov. 28, 2019 | ||||||||||||||||||||||||||||
Interest rate | 6.00% | ||||||||||||||||||||||||||||
Minimum percentage of common stock price to debt conversion to determine eligibility | 53.00% | ||||||||||||||||||||||||||||
Trading days | Integer | 20 | ||||||||||||||||||||||||||||
Repayments of principal balance interest | $ 192,500 | ||||||||||||||||||||||||||||
Repayments of principal balance for penalties | $ 47,500 | ||||||||||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | JSJ Investments [Member][Member] | |||||||||||||||||||||||||||||
Debt maturity date | Dec. 6, 2020 | Dec. 6, 2020 | [8] | Dec. 6, 2020 | [8] | ||||||||||||||||||||||||
Interest rate | 10.00% | 10.00% | [8] | 10.00% | [8] | ||||||||||||||||||||||||
Principal amount | $ 255,000 | ||||||||||||||||||||||||||||
Trading days | Integer | 20 | ||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 250,000 | ||||||||||||||||||||||||||||
Debt instrument conversion of shares percentage | 0.47 | ||||||||||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Eagle Equities [Member] | |||||||||||||||||||||||||||||
Debt maturity date | Dec. 12, 2020 | Dec. 12, 2020 | [9] | Dec. 12, 2020 | [9] | ||||||||||||||||||||||||
Interest rate | 12.00% | 12.00% | [9] | 12.00% | [9] | ||||||||||||||||||||||||
Principal amount | $ 210,000 | ||||||||||||||||||||||||||||
Trading days | Integer | 20 | ||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 200,000 | ||||||||||||||||||||||||||||
Debt instrument conversion of shares percentage | 0.53 | ||||||||||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | BHP Capital [Member] | |||||||||||||||||||||||||||||
Debt maturity date | Dec. 20, 2020 | Dec. 20, 2020 | [10] | Dec. 20, 2020 | [10] | ||||||||||||||||||||||||
Interest rate | 10.00% | 10.00% | 10.00% | [10] | 10.00% | [10] | |||||||||||||||||||||||
Principal amount | $ 100,000 | $ 125,000 | |||||||||||||||||||||||||||
Trading days | Integer | 15 | 15 | |||||||||||||||||||||||||||
Proceeds from convertible debt | $ 122,500 | ||||||||||||||||||||||||||||
Debt instrument conversion of shares percentage | 0.61 | 0.61 | |||||||||||||||||||||||||||
Restricted stock issued shares | shares | 5,000 | ||||||||||||||||||||||||||||
Restricted stock issued value | $ 47,000 | ||||||||||||||||||||||||||||
Payment of price per share | $ / shares | $ 8 | ||||||||||||||||||||||||||||
[1] | On December 28, 2016, the Company issued an unsecured convertible promissory note in the principal amount of $50,000 to a shareholder. The note bears interest at 3% per annum, was due on March 24, 2017, and is convertible into shares of common stock at a conversion price of $4,000 per share. The promissory note was converted into 250,000 shares of common stock. | ||||||||||||||||||||||||||||
[2] | On February 20, 2019, the Company settled the August 24, 2018, convertible promissory note issued to Power Up, repaying the principal balance of $202,500 and $66,369 for interest and penalties. | ||||||||||||||||||||||||||||
[3] | The (#) references the notes described below | ||||||||||||||||||||||||||||
[4] | On November 6, 2018, the Company issued a convertible promissory note to Birchwood Capital, LLC in the amount of $50,000. The note was due on May 6, 2019 and bears interest at 10% per annum. The loan and any accrued interest may be converted into shares of the Company's common stock at a rate of $3.00 per share. The Company recorded a beneficial conversion feature discount of $50,000 on this note as of December 31, 2018. The note is currently past due. Accrued interest was approximately $4,500 and $1,000 as of September 30, 2019 and December 31, 2018, respectively. On October 11, 2019, the principal balance of $50,000 was converted into 16,666 shares of the Company's common stock at share price of $3.00. The Company and Birchwood Capital, LLC, have agreed that this conversion fully satisfies the outstanding principal and accrued interest related to this note. During the year ended December 31, 2019, the Company reversed accrued interest of approximately $4,500. | ||||||||||||||||||||||||||||
[5] | On February 10, 2020, the Company issued a convertible promissory note to Adar Alef, LLC. with a principal balance of $150,000. The note matures on February 10, 2021 and bears interest at 12% per annum. The loan and any accrued interest may be converted into shares of the Company's common stock at a rate of 53% multiplied by the lowest trading price during the previous twenty (20) day trading period ending on the latest complete trading day prior to the conversion date. | ||||||||||||||||||||||||||||
[6] | On July 30, 2019, the Company issued a convertible promissory note to Adar Alef, LLC in the amount of $275,000. The note accrues interest at a rate of 12% per annum and matures on July 30, 2020. The note is not convertible until the six month anniversary of the note, at which time if the note has not already been repaid by the Company, the note holder shall be entitled to convert all or part of the note into shares of the Company's common stock, at a price per share equal to 53% of the lowest trading price of the common stock for the twenty prior trading days upon which the conversion notice is received by the Company. On November 28, 2018, the Company issued a convertible promissory note to Adar Bays - Alef, LLC in the amount of $192,500. The note is due on November 28, 2019 and bears interest at 6% per annum. The loan and any accrued interest may be converted into shares of the Company's common stock at a rate of 53% multiplied by the lowest trading price during the previous twenty (20) day trading period ending on the latest complete trading day prior to the conversion date. On May 20, 2019, the Company settled the note, repaying the principal balance of $192,500 and $47,500 for interest and penalties. | ||||||||||||||||||||||||||||
[7] | On July 30, 2019, the Company issued a convertible promissory note to Adar Alef, LLC in the amount of $275,000. The note accrues interest at a rate of 12% per annum and matures on July 30, 2020. The note is not convertible until the six month anniversary of the note, at which time if the note has not already been repaid by the Company, the note holder shall be entitled to convert all or part of the note into shares of the Company's common stock, at a price per share equal to 53% of the lowest trading price of the common stock for the twenty prior trading days upon which the conversion notice is received by the Company. On January 20, 2020, the Company repaid the principal balance of $275,000 and accrued interest of approximately $16,000. | ||||||||||||||||||||||||||||
[8] | On December 6, 2019, the Company issued a convertible promissory note to JSJ Investments with a principal balance of $255,000. The Company received net proceeds of $250,000. The note matures on December 6, 2020 and bears interest at 10% per annum. The Company may prepay this note and unpaid interest on or prior to July 3, 2020. The loan and any accrued interest may be converted into shares of the Company's common stock at a rate of 47% multiplied by the lowest trading price during the previous twenty (20) day trading period ending on the latest complete trading day prior to the conversion date. | ||||||||||||||||||||||||||||
[9] | On December 12, 2019, the Company issued a convertible promissory note to Eagle Equities, LLC with a principal balance of $210,000. The Company received net proceeds of $200,000. The note matures on December 12, 2020 and bears interest at 12% per annum. The loan and any accrued interest may be converted into shares of the Company's common stock, at any time after the six month anniversary of the note, at a rate of 53% multiplied by the lowest trading price during the previous twenty (20) day trading period ending on the latest complete trading day prior to the conversion date. | ||||||||||||||||||||||||||||
[10] | On December 20, 2019, the Company issued a convertible promissory note to BHP Capital NY Inc. with a principal balance of $125,000. The Company received net proceeds of $122,500. The note matures on December 20, 2020 and bears interest at 10% per annum. The loan and any accrued interest may be converted into shares of the Company's common stock at a rate of 61% multiplied by the lowest trading price during the previous fifteen (15) day trading period ending on the latest complete trading day prior to the conversion date. In connection with the promissory note, the Company issued 5,000 shares of its restricted common stock with a fair value of approximately $47,000. The Company will have the option to buy back the shares 180 days from the issue date, for a one-time payment of $8.00 per share. |
Convertible Notes Payable - S_3
Convertible Notes Payable - Schedule of Derivative Liabilities Weighted Average Assumptions (Details) (FaceBank Group, Inc. Pre-Merger) - FaceBank Group, Inc Pre-Merger [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value - Note Variable Share Settlement Feature | $ 389 | $ 376 | |
Monte Carlo Method [Member] | |||
Stock Price | $ 6.75 | ||
Fair Value - Note Variable Share Settlement Feature | $ 1,692 | $ 1,203 | $ 1,018 |
Monte Carlo Method [Member] | Risk Free Interest Rate [Member] | |||
Fair value assumptions, measurement input, percentages | 2.61% | ||
Monte Carlo Method [Member] | Contractual Term (Years) [Member] | |||
Fair value assumptions, measurement input, term | 8 months 23 days | ||
Monte Carlo Method [Member] | Expected Dividend Yield [Member] | |||
Fair value assumptions, measurement input, percentages | 0.00% | 0.00% | 0.00% |
Monte Carlo Method [Member] | Expected Volatility [Member] | |||
Fair value assumptions, measurement input, percentages | 92.80% | ||
Minimum [Member] | Monte Carlo Method [Member] | |||
Stock Price | $ 8.35 | $ 8.91 | |
Minimum [Member] | Monte Carlo Method [Member] | Risk Free Interest Rate [Member] | |||
Fair value assumptions, measurement input, percentages | 0.12% | 1.52% | |
Minimum [Member] | Monte Carlo Method [Member] | Contractual Term (Years) [Member] | |||
Fair value assumptions, measurement input, term | 3 months 29 days | 6 months 29 days | |
Minimum [Member] | Monte Carlo Method [Member] | Expected Volatility [Member] | |||
Fair value assumptions, measurement input, percentages | 91.30% | 90.00% | |
Maximum [Member] | |||
Stock Price | $ 4.97 | ||
Maximum [Member] | Monte Carlo Method [Member] | |||
Stock Price | $ 9.20 | $ 9.03 | |
Maximum [Member] | Monte Carlo Method [Member] | Risk Free Interest Rate [Member] | |||
Fair value assumptions, measurement input, percentages | 1.56% | 1.60% | |
Maximum [Member] | Monte Carlo Method [Member] | Contractual Term (Years) [Member] | |||
Fair value assumptions, measurement input, term | 1 year | 1 year | |
Maximum [Member] | Monte Carlo Method [Member] | Expected Volatility [Member] | |||
Fair value assumptions, measurement input, percentages | 134.00% | 95.30% |
Convertible Notes Payable and_5
Convertible Notes Payable and Convertible Notes Payable to Related Parties - Schedule of Derivative Liabilities Weighted Average Assumptions (Details) (FaceBank Group, Inc. Pre-Merger) (10-K) - FaceBank Group, Inc Pre-Merger [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value - Note Conversion Feature | $ 389 | $ 376 | |
Monte Carlo Method [Member] | |||
Stock Price | $ 6.75 | ||
Fair Value - Note Conversion Feature | $ 1,692 | $ 1,203 | $ 1,018 |
Monte Carlo Method [Member] | Risk Free Interest Rate [Member] | |||
Fair value assumptions, measurement input, percentages | 2.61% | ||
Monte Carlo Method [Member] | Contractual Term (Years) [Member] | |||
Fair value assumptions, measurement input, term | 8 months 23 days | ||
Monte Carlo Method [Member] | Expected Dividend Yield [Member] | |||
Fair value assumptions, measurement input, percentages | 0.00% | 0.00% | 0.00% |
Monte Carlo Method [Member] | Expected Volatility [Member] | |||
Fair value assumptions, measurement input, percentages | 92.80% | ||
Minimum [Member] | Monte Carlo Method [Member] | |||
Stock Price | $ 8.35 | $ 8.91 | |
Minimum [Member] | Monte Carlo Method [Member] | Risk Free Interest Rate [Member] | |||
Fair value assumptions, measurement input, percentages | 0.12% | 1.52% | |
Minimum [Member] | Monte Carlo Method [Member] | Contractual Term (Years) [Member] | |||
Fair value assumptions, measurement input, term | 3 months 29 days | 6 months 29 days | |
Minimum [Member] | Monte Carlo Method [Member] | Expected Volatility [Member] | |||
Fair value assumptions, measurement input, percentages | 91.30% | 90.00% | |
Maximum [Member] | |||
Stock Price | $ 4.97 | ||
Maximum [Member] | Monte Carlo Method [Member] | |||
Stock Price | $ 9.20 | $ 9.03 | |
Maximum [Member] | Monte Carlo Method [Member] | Risk Free Interest Rate [Member] | |||
Fair value assumptions, measurement input, percentages | 1.56% | 1.60% | |
Maximum [Member] | Monte Carlo Method [Member] | Contractual Term (Years) [Member] | |||
Fair value assumptions, measurement input, term | 1 year | 1 year | |
Maximum [Member] | Monte Carlo Method [Member] | Expected Volatility [Member] | |||
Fair value assumptions, measurement input, percentages | 134.00% | 95.30% |
Temporary Equity (Details Nar_2
Temporary Equity (Details Narrative) (FaceBank Group, Inc. Pre-Merger) - USD ($) $ / shares in Units, $ in Thousands | Mar. 06, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Proceeds from the issuance of Series D Preferred Stock | $ 203 | $ 450 | |||||
Series D Convertible Preferred stock, shares outstanding | 0 | 461,839 | |||||
Series D Convertible Preferred Stock [Member] | |||||||
Cumulative cash dividend rate | 8.00% | ||||||
Dividend price per share | $ 1 | ||||||
Cash dividend, description | Holders of shares of the Series D Preferred Stock were entitled to receive, cumulative cash dividends at the rate of 8% on $1.00 per share of the Series D Preferred Stock per annum (equivalent to $0.08 per annum per share), subject to adjustment. | ||||||
Trading price, price limit to be classified as temporary equity | $ 0.35 | ||||||
Preferred stock, increased par value | $ 1.29 | ||||||
Bifurcated redemption feature recognized | $ 200 | ||||||
Stock Purchase Agreement [Member] | Series D Convertible Preferred Stock [Member] | |||||||
Temporary equity, number of shares to be issued | 203,000 | ||||||
Proceeds from the issuance of Series D Preferred Stock | $ 203 | ||||||
Series D Convertible Preferred stock, shares outstanding | 682,000 | ||||||
Temporary equity, number of shares redeemed | 659,000 | ||||||
FaceBank Group, Inc Pre-Merger [Member] | |||||||
Proceeds from the issuance of Series D Preferred Stock | $ 203 | $ 700 | |||||
Series D Convertible Preferred stock, shares outstanding | 456,000 | 461,839 | |||||
FaceBank Group, Inc Pre-Merger [Member] | Series D Convertible Preferred Stock [Member] | |||||||
Temporary equity, number of shares redeemed | 203,000 | ||||||
Cumulative cash dividend rate | 8.00% | ||||||
Dividend price per share | $ 1 | ||||||
Cash dividend, description | Holders of shares of the Series D Preferred Stock are entitled to receive, cumulative cash dividends at the rate of 8% on $1.00 per share of the Series D Preferred Stock per annum (equivalent to $0.08 per annum per share) | ||||||
Accrued dividend | $ 9 | ||||||
Trading price, price limit to be classified as temporary equity | $ 0.35 | ||||||
Preferred stock, increased par value | $ 1.29 | ||||||
Bifurcated redemption feature recognized | $ 171 | ||||||
FaceBank Group, Inc Pre-Merger [Member] | Stock Purchase Agreement [Member] | Series D Convertible Preferred Stock [Member] | |||||||
Temporary equity, number of shares to be issued | 203,000 | ||||||
Proceeds from the issuance of Series D Preferred Stock | $ 203,000 | ||||||
Temporary equity, value of shares to be issued | $ 203 | ||||||
Series D Convertible Preferred stock, shares outstanding | 456,000 |
Temporary Equity (Details Nar_3
Temporary Equity (Details Narrative) (FaceBank Group, Inc. Pre-Merger) (10-K) - Series D Preferred Stock [Member] - USD ($) $ / shares in Units, $ in Thousands | Dec. 19, 2019 | Sep. 06, 2019 | Jul. 15, 2019 | Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Temporary equity, value of shares to be issued | $ 203 | |||||
FaceBank Group, Inc Pre-Merger [Member] | ||||||
Temporary equity, number of shares to be issued | 253,000 | 203,000 | 253,000 | |||
Temporary equity, value of shares to be issued | $ 253 | $ 203 | $ 253 | $ 203 | $ 709 | |
Cumulative cash dividend rate | 8.00% | |||||
Dividend price per share | $ 1 | |||||
Cash dividend, description | Holders of shares of the Series D Preferred Stock are entitled to receive, cumulative cash dividends at the rate of 8% on $1.00 per share of the Series D Preferred Stock per annum (equivalent to $0.08 per annum per share). | |||||
Trading price, price limit to be classified as temporary equity | $ 0.35 | |||||
Preferred stock, increased par value | $ 1.29 | |||||
Bifurcated redemption feature recognized | $ 589 | |||||
Accrued dividend | $ 14 |
Temporary Equity - Schedule o_3
Temporary Equity - Schedule of Temporary Equity (Details) (FaceBank Group, Inc. Pre-Merger) - USD ($) $ in Thousands | Dec. 19, 2019 | Sep. 06, 2019 | Jul. 15, 2019 | Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Total temporary equity, beginning balance | $ 462 | $ 462 | ||||
Total temporary equity, shares, beginning balance | 461,839 | 461,839 | ||||
Total temporary equity, ending balance | $ 462 | |||||
Total temporary equity, shares, ending balance | 0 | 461,839 | ||||
Series D Preferred Stock [Member] | ||||||
Total temporary equity, beginning balance | $ 462 | $ 462 | ||||
Total temporary equity, shares, beginning balance | 461,839 | 461,839 | ||||
Issuance of Series D convertible preferred stock for cash | $ 203 | |||||
Issuance of Series D convertible preferred stock for cash, shares | 203,000 | |||||
Offering cost related to issuance of Series D convertible preferred stock | $ (3) | |||||
Offering cost related to issuance of Series D convertible preferred stock, shares | ||||||
Deemed dividends related to immediate accretion of offering cost | $ 3 | |||||
Deemed dividends related to immediate accretion of offering cost, shares | ||||||
Accrued Series D preferred stock dividends | $ 17 | |||||
Accrued Series D preferred stock dividends, shares | 17,198 | |||||
Bifurcated redemption feature of Series D convertible preferred stock | $ (171) | |||||
Bifurcated redemption feature of Series D convertible preferred stock, shares | ||||||
Deemed dividends related to immediate accretion of bifurcated redemption feature of Series D convertible preferred stock | $ 171 | |||||
Deemed dividends related to immediate accretion of bifurcated redemption feature of Series D convertible preferred stock, shares | ||||||
Redemption of Series D preferred stock (including accrued dividends) | $ (682) | |||||
Redemption of Series D preferred stock (including accrued dividends), shares | (682,037) | |||||
Total temporary equity, ending balance | $ 462 | |||||
Total temporary equity, shares, ending balance | 461,839 | |||||
FaceBank Group, Inc Pre-Merger [Member] | ||||||
Total temporary equity, beginning balance | $ 462 | $ 462 | ||||
Total temporary equity, shares, beginning balance | 461,839 | 461,839 | ||||
Total temporary equity, ending balance | $ 463 | $ 462 | ||||
Total temporary equity, shares, ending balance | 456,000 | 461,839 | ||||
FaceBank Group, Inc Pre-Merger [Member] | Series D Preferred Stock [Member] | ||||||
Total temporary equity, beginning balance | $ 462 | $ 462 | ||||
Total temporary equity, shares, beginning balance | 461,839 | 461,839 | ||||
Issuance of Series D convertible preferred stock for cash | $ 253 | $ 203 | $ 253 | $ 203 | $ 709 | |
Issuance of Series D convertible preferred stock for cash, shares | 203,000 | 709,000 | ||||
Offering cost related to issuance of Series D convertible preferred stock | $ (3) | $ (9) | ||||
Offering cost related to issuance of Series D convertible preferred stock, shares | ||||||
Deemed dividends related to immediate accretion of offering cost | $ 3 | $ 9 | ||||
Deemed dividends related to immediate accretion of offering cost, shares | ||||||
Accrued Series D preferred stock dividends | $ 9 | $ 6 | ||||
Accrued Series D preferred stock dividends, shares | 8,868 | 5,839 | ||||
Bifurcated redemption feature of Series D convertible preferred stock | $ (171) | $ (589) | ||||
Bifurcated redemption feature of Series D convertible preferred stock, shares | ||||||
Deemed dividends related to immediate accretion of bifurcated redemption feature of Series D convertible preferred stock | $ 171 | $ 589 | ||||
Deemed dividends related to immediate accretion of bifurcated redemption feature of Series D convertible preferred stock, shares | ||||||
Redemption of Series D preferred stock (including accrued dividends) | $ (211) | |||||
Redemption of Series D preferred stock (including accrued dividends), shares | (210,831) | |||||
Total temporary equity, ending balance | $ 463 | $ 462 | ||||
Total temporary equity, shares, ending balance | 462,876 | 461,839 |
Temporary Equity - Schedule o_4
Temporary Equity - Schedule of Temporary Equity (Details) (FaceBank Group, Inc. Pre-Merger) (10-K) - USD ($) $ in Thousands | Dec. 19, 2019 | Sep. 06, 2019 | Jul. 15, 2019 | Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Total temporary equity, beginning balance | $ 462 | $ 462 | ||||
Total temporary equity, shares, beginning balance | 461,839 | 461,839 | ||||
Total temporary equity, ending balance | $ 462 | |||||
Total temporary equity, shares, ending balance | 0 | 461,839 | ||||
Series D Preferred Stock [Member] | ||||||
Total temporary equity, beginning balance | $ 462 | $ 462 | ||||
Total temporary equity, shares, beginning balance | 461,839 | 461,839 | ||||
Issuance of Series D convertible preferred stock for cash | $ 203 | |||||
Issuance of Series D convertible preferred stock for cash, shares | 203,000 | |||||
Offering cost related to issuance of Series D convertible preferred stock | $ (3) | |||||
Offering cost related to issuance of Series D convertible preferred stock, shares | ||||||
Deemed dividends related to immediate accretion of offering cost | $ 3 | |||||
Deemed dividends related to immediate accretion of offering cost, shares | ||||||
Accrued Series D Preferred Stock dividends | $ 17 | |||||
Accrued Series D Preferred Stock dividends, shares | 17,198 | |||||
Bifurcated redemption feature of Series D convertible preferred stock | $ (171) | |||||
Bifurcated redemption feature of Series D convertible preferred stock, shares | ||||||
Deemed dividends related to immediate accretion of bifurcated redemption feature of Series D convertible preferred stock | $ 171 | |||||
Deemed dividends related to immediate accretion of bifurcated redemption feature of Series D convertible preferred stock, shares | ||||||
Total temporary equity, ending balance | $ 462 | |||||
Total temporary equity, shares, ending balance | 461,839 | |||||
FaceBank Group, Inc Pre-Merger [Member] | ||||||
Total temporary equity, beginning balance | $ 462 | $ 462 | ||||
Total temporary equity, shares, beginning balance | 461,839 | 461,839 | ||||
Total temporary equity, ending balance | $ 463 | $ 462 | ||||
Total temporary equity, shares, ending balance | 456,000 | 461,839 | ||||
FaceBank Group, Inc Pre-Merger [Member] | Series D Preferred Stock [Member] | ||||||
Total temporary equity, beginning balance | $ 462 | $ 462 | ||||
Total temporary equity, shares, beginning balance | 461,839 | 461,839 | ||||
Issuance of Series D convertible preferred stock for cash | $ 253 | $ 203 | $ 253 | $ 203 | $ 709 | |
Issuance of Series D convertible preferred stock for cash, shares | 203,000 | 709,000 | ||||
Offering cost related to issuance of Series D convertible preferred stock | $ (3) | $ (9) | ||||
Offering cost related to issuance of Series D convertible preferred stock, shares | ||||||
Deemed dividends related to immediate accretion of offering cost | $ 3 | $ 9 | ||||
Deemed dividends related to immediate accretion of offering cost, shares | ||||||
Accrued Series D Preferred Stock dividends | $ 9 | $ 6 | ||||
Accrued Series D Preferred Stock dividends, shares | 8,868 | 5,839 | ||||
Bifurcated redemption feature of Series D convertible preferred stock | $ (171) | $ (589) | ||||
Bifurcated redemption feature of Series D convertible preferred stock, shares | ||||||
Deemed dividends related to immediate accretion of bifurcated redemption feature of Series D convertible preferred stock | $ 171 | $ 589 | ||||
Deemed dividends related to immediate accretion of bifurcated redemption feature of Series D convertible preferred stock, shares | ||||||
Redemption of Series D preferred stock | $ (253) | |||||
Redemption of Series D preferred stock, shares | (253,000) | |||||
Total temporary equity, ending balance | $ 463 | $ 462 | ||||
Total temporary equity, shares, ending balance | 462,876 | 461,839 |
Temporary Equity - Schedule o_5
Temporary Equity - Schedule of Redemption of Preferred Stock Issued (Details) (FaceBank Group, Inc. Pre-Merger) - Series D Preferred Stock [Member] - USD ($) $ / shares in Units, $ in Thousands | Mar. 06, 2020 | Dec. 19, 2019 |
Series D preferred stock issued | 659,000 | |
Per share value | $ 1 | |
Accrued dividends | $ 23 | |
Preferred stock redemption gross | $ 682 | |
Redemption percentage | 1.29% | |
Total | $ 880 | |
FaceBank Group, Inc Pre-Merger [Member] | ||
Series D preferred stock issued | 203,000 | 253,000 |
Per share value | $ 1 | $ 1 |
Preferred stock redemption | $ 203 | $ 253 |
Accrued dividends | 8 | 9 |
Preferred stock redemption gross | $ 211 | $ 262 |
Redemption percentage | 129.00% | 1.29% |
Total | $ 272 | $ 337 |
Temporary Equity - Schedule o_6
Temporary Equity - Schedule of Redemption of Preferred stock Issued (Details) (FaceBank Group, Inc. Pre-Merger) (10-K) - Series D Preferred Stock [Member] - USD ($) $ / shares in Units, $ in Thousands | Mar. 06, 2020 | Dec. 19, 2019 |
Series D preferred stock issued | 659,000 | |
Per share value | $ 1 | |
Accrued dividends | $ 23 | |
Preferred stock redemption gross | $ 682 | |
Redemption percentage | 1.29% | |
Total | $ 880 | |
FaceBank Group, Inc Pre-Merger [Member] | ||
Series D preferred stock issued | 203,000 | 253,000 |
Per share value | $ 1 | $ 1 |
Preferred stock redemption | $ 203 | $ 253 |
Accrued dividends | 8 | 9 |
Preferred stock redemption gross | $ 211 | $ 262 |
Redemption percentage | 129.00% | 1.29% |
Total | $ 272 | $ 337 |
Stockholders' Equity_ (Defici_5
Stockholders' Equity/ (Deficit) (Details Narrative) (FaceBank Group, Inc. Pre-Merger) - USD ($) | Oct. 08, 2020 | Apr. 23, 2020 | Apr. 02, 2020 | Apr. 02, 2020 | Mar. 30, 2020 | Mar. 20, 2020 | Mar. 19, 2020 | Feb. 20, 2020 | Jan. 02, 2020 | Mar. 31, 2019 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 29, 2020 | Apr. 28, 2020 |
Number of shares issued during period, new issues | $ 20,000,000 | $ 2,297,000 | $ 717,000 | $ 422,000 | $ 1,778,000 | |||||||||||||||||
Shares issued during period for services, value | 101,000 | |||||||||||||||||||||
Term of granted options | 7 years 3 months 19 days | |||||||||||||||||||||
Weighted average excerise price per share | $ 8.79 | |||||||||||||||||||||
Expected dividend yield | 0.00% | 0.00% | ||||||||||||||||||||
Unrecognized stock-based compensation expense | $ 50,600,000 | $ 50,600,000 | ||||||||||||||||||||
Fair value of warrants | (831,000) | (3,000) | $ (4,432,000) | |||||||||||||||||||
Number of warrants issued | 55,172 | 142,118 | 142,118 | 217,357 | ||||||||||||||||||
Convertible note, value | $ 400,000 | $ 1,100,000,000 | $ 259,000 | |||||||||||||||||||
Warrants exercise price per share | $ 9 | $ 7.74 | $ 7.74 | $ 3.06 | ||||||||||||||||||
Warrant term | 3 years | 5 years | 5 years | |||||||||||||||||||
2014 Equity Incentive Stock Plan [Member] | ||||||||||||||||||||||
Options granted | 16,667 | |||||||||||||||||||||
Term of granted options | 10 years | |||||||||||||||||||||
Number of stock options issued and outstanding | 8,051,098 | |||||||||||||||||||||
Stock option, exercise price | $ 1.32 | |||||||||||||||||||||
2020 Equity Incentive Stock Plan [Member] | ||||||||||||||||||||||
Options granted | 19,000,000 | 12,116,646 | ||||||||||||||||||||
Joint Business Development Agreement [Member] | Restricted Common Stock [Member] | ||||||||||||||||||||||
Shares issued during period for services, shares | 200,000 | |||||||||||||||||||||
Shares issued during period for services, value | $ 1,800,000 | |||||||||||||||||||||
Digital Likeness Development Agreement [Member] | ||||||||||||||||||||||
Shares issued during period for services, shares | 62,500 | |||||||||||||||||||||
Shares issued during period for services, value | $ 600,000 | |||||||||||||||||||||
Mayweather Agreement [Member] | ||||||||||||||||||||||
Options granted | 280,000 | |||||||||||||||||||||
Term of granted options | 5 years | |||||||||||||||||||||
Stock option, exercise price | $ 7.20 | |||||||||||||||||||||
Fair value of stock options granted | $ 1,031,000 | |||||||||||||||||||||
Stock option expiration date | Dec. 21, 2024 | |||||||||||||||||||||
Note Purchase Agreement [Member] | ||||||||||||||||||||||
Number of shares issued during period, new issues | $ 7,500,000 | |||||||||||||||||||||
Number of common stock issued, shares | 900,000 | |||||||||||||||||||||
Shares issued price per share | $ 8.35 | $ 10 | ||||||||||||||||||||
Convertible note, value | $ 1,700,000 | |||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||
Number of shares issued during period, new issues | ||||||||||||||||||||||
Number of common stock issued, shares | 2,162,163 | 795,593 | 217,271 | 386,792 | 378,098 | |||||||||||||||||
Shares issued during period for services, shares | 15,009 | |||||||||||||||||||||
Shares issued during period for services, value | ||||||||||||||||||||||
Options granted | 15,000 | 343,789 | 1,040,000 | |||||||||||||||||||
Options [Member] | ||||||||||||||||||||||
Options granted | 280,000 | |||||||||||||||||||||
Stock option, exercise price | $ 1.43 | |||||||||||||||||||||
Fair value of stock options granted | $ 62,800,000 | $ 300,000 | ||||||||||||||||||||
Options [Member] | 2020 Equity Incentive Stock Plan [Member] | ||||||||||||||||||||||
Options granted | 1,394,860 | 7,141,899 | ||||||||||||||||||||
FB Loan Warrant[Member] | Note Purchase Agreement [Member] | ||||||||||||||||||||||
Warrant to purchase common stock shares | 3,269,231 | |||||||||||||||||||||
Fair value of warrants | $ 15,600,000 | |||||||||||||||||||||
Private Placement [Member] | Investors [Member] | ||||||||||||||||||||||
Number of shares issued during period, new issues | $ 500,000 | $ 2,300,000 | ||||||||||||||||||||
Number of common stock issued, shares | 170,391 | 795,593 | ||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||
Preferred stock, shares authorized | 5,000,000 | |||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | |||||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||
Preferred stock, shares authorized | 1,000,000 | |||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | |||||||||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||||||||
Preferred stock, shares authorized | 41,000,000 | |||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | |||||||||||||||||||||
Series X Preferred Stock [Member] | ||||||||||||||||||||||
Preferred stock, shares authorized | 1,000,000 | |||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | |||||||||||||||||||||
Series AA Convertible Preferred Stock [Member] | ||||||||||||||||||||||
Preferred stock, shares authorized | 35,800,000 | |||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||
Preferred stock voting rights | Each share of Series AA Preferred Stock shall have 0.8 votes per share (the Voting Rate") on any matter submitted to the holders of the Common Stock for a vote and shall vote together with the Common Stock on such matters for as long as the Series AA Preferred Stock is outstanding. | Each share of Series AA Convertible Preferred Stock is entitled to 0.8 votes per share and is convertible into two shares of our common stock, only in connection with the sale of such shares on an arms length basis either pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act or pursuant to an effective registration statement under the Securities Act. | ||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | ||||||||||||||||||||||
Term of granted options | 8 years 1 month 6 days | |||||||||||||||||||||
Weighted average excerise price per share | $ 7.20 | |||||||||||||||||||||
Unrecognized stock-based compensation expense | ||||||||||||||||||||||
Fair value of warrants | $ 15,000 | $ (2,477,000) | $ (4,504,000) | $ 91,000 | ||||||||||||||||||
Number of warrants issued | 142,118 | 48,904,037 | 48,904,037 | |||||||||||||||||||
Convertible note, value | $ 1,100,000,000 | $ 50,000 | $ 18,000 | |||||||||||||||||||
Warrants exercise price per share | $ 7.74 | $ 5 | $ 0.75 | $ 0.75 | ||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | 2014 Equity Incentive Stock Plan [Member] | ||||||||||||||||||||||
Options granted | 166,667 | |||||||||||||||||||||
Term of granted options | 10 years | |||||||||||||||||||||
Number of stock options issued and outstanding | 8,051,098 | |||||||||||||||||||||
Weighted average excerise price per share | $ 1.32 | |||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | 2020 Equity Incentive Stock Plan [Member] | ||||||||||||||||||||||
Options granted | 12,116,646 | |||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Consulting Services [Member] | ||||||||||||||||||||||
Shares issued during period for services, shares | 275,000 | |||||||||||||||||||||
Shares issued during period for services, value | $ 2,300,000 | |||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Consulting Services One [Member] | ||||||||||||||||||||||
Shares issued during period for services, shares | 2,500 | |||||||||||||||||||||
Shares issued during period for services, value | $ 26,000 | |||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Issuance of Common Stock in Connection with Convertible Notes [Member] | ||||||||||||||||||||||
Number of shares issued during period, new issues | $ 100,000 | |||||||||||||||||||||
Number of common stock issued, shares | 7,500 | |||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Joint Business Development Agreement [Member] | Restricted Common Stock [Member] | ||||||||||||||||||||||
Shares issued during period for services, shares | 200,000 | |||||||||||||||||||||
Shares issued during period for services, value | $ 1,800,000 | |||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Digital Likeness Development Agreement [Member] | ||||||||||||||||||||||
Shares issued during period for services, shares | 62,500 | |||||||||||||||||||||
Shares issued during period for services, value | $ 600,000 | |||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Mayweather Agreement [Member] | ||||||||||||||||||||||
Options granted | 280,000 | |||||||||||||||||||||
Term of granted options | 5 years | |||||||||||||||||||||
Stock option, exercise price | $ 7.20 | |||||||||||||||||||||
Fair value of stock options granted | $ 1,031,000 | |||||||||||||||||||||
Stock option expiration date | Dec. 21, 2024 | |||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Note Purchase Agreement [Member] | ||||||||||||||||||||||
Number of shares issued during period, new issues | $ 7,500,000 | |||||||||||||||||||||
Number of common stock issued, shares | 900,000 | |||||||||||||||||||||
Shares issued price per share | $ 8.35 | $ 8.35 | ||||||||||||||||||||
Convertible note, value | $ 200,000 | |||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Common Stock [Member] | ||||||||||||||||||||||
Number of shares issued during period, new issues | ||||||||||||||||||||||
Number of common stock issued, shares | 795,593 | 378,098 | 1,028,497 | 623,578 | ||||||||||||||||||
Shares issued during period for services, shares | 200,000 | 35,009 | 407,943 | |||||||||||||||||||
Shares issued during period for services, value | $ 1,600,000 | |||||||||||||||||||||
Options granted | 1,040,000 | |||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Options [Member] | ||||||||||||||||||||||
Options granted | 280,000 | |||||||||||||||||||||
Term of granted options | 10 years | |||||||||||||||||||||
Expected dividend yield | 0.00% | |||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | FB Loan Warrant[Member] | Note Purchase Agreement [Member] | ||||||||||||||||||||||
Warrant to purchase common stock shares | 3,269,231 | |||||||||||||||||||||
Fair value of warrants | $ 15,600,000 | |||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Pulse Evolution Corporation [Member] | Common Stock [Member] | ||||||||||||||||||||||
Number of shares issued during period, new issues | $ 1,552,070,000 | $ 2,503,333,000 | ||||||||||||||||||||
Common stock issued in exchange for subsidiary shares | 3,727,080 | 40,991,276 | ||||||||||||||||||||
Reduction of noncontrolling interest | $ 1,100,000 | $ 4,000,000 | ||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Investors [Member] | ||||||||||||||||||||||
Warrant to purchase common stock shares | 200,000 | 200,000 | ||||||||||||||||||||
Warrants exercise price per share | $ 11.31 | $ 11.31 | ||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Officer [Member] | Issuance of Common Stock for Employee Compensation [Member] | ||||||||||||||||||||||
Number of shares issued during period, new issues | $ 2,700,000 | |||||||||||||||||||||
Number of common stock issued, shares | 300,000 | |||||||||||||||||||||
Shares issued price per share | $ 9 | |||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Private Placement [Member] | ||||||||||||||||||||||
Number of common stock issued, shares | 93,910 | |||||||||||||||||||||
Shares issued price per share | $ 11.28 | $ 11.28 | ||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Private Placement [Member] | Investors [Member] | ||||||||||||||||||||||
Number of shares issued during period, new issues | $ 2,300,000 | |||||||||||||||||||||
Number of common stock issued, shares | 795,593 | |||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||
Preferred stock voting rights | Series A Preferred shares have no rights to receive dividends or any distributions, but each series A Preferred share entitles the holder to 100 votes relative to each share of common stock. Series A Preferred shares have no conversion rights. | |||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Series B Preferred Stock [Member] | ||||||||||||||||||||||
Preferred stock, shares authorized | 1,000,000 | |||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | |||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Series C Preferred Stock [Member] | ||||||||||||||||||||||
Preferred stock, shares authorized | 41,000,000 | |||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | |||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Series X Preferred Stock [Member] | ||||||||||||||||||||||
Preferred stock, shares authorized | 1,000,000 | |||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | |||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Series AA Convertible Preferred Stock [Member] | ||||||||||||||||||||||
Preferred stock, shares authorized | 35,800,000 | |||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | |||||||||||||||||||||
Preferred stock voting rights | Each share of Series AA Preferred Stock shall have 0.8 votes per share (the Voting Rate") on any matter submitted to the holders of the Common Stock for a vote and shall vote together with the Common Stock on such matters for as long as the Series AA Preferred Stock is outstanding. | Each share of Series AA Preferred Stock is entitled to 0.8 votes per share and is convertible into two (2) shares of our common stock, only in connection with a bona fide transfer to a third party. |
Stockholders' Equity _ (Defic_5
Stockholders' Equity / (Deficit) (Details Narrative) (FaceBank Group, Inc. Pre-Merger) (10-K) - USD ($) $ / shares in Units, $ in Thousands | Oct. 24, 2019 | Feb. 28, 2019 | Feb. 02, 2018 | Mar. 31, 2019 | Nov. 30, 2018 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 29, 2020 | Apr. 23, 2020 | Apr. 02, 2020 | Mar. 30, 2020 | Mar. 20, 2020 | Jan. 09, 2019 |
Common stock, shares authorized | 400,000,000 | 400,000,000 | 400,000,000 | ||||||||||||||||||
Warrants exercise price per share | $ 3.06 | $ 9 | $ 7.74 | ||||||||||||||||||
Proceeds from issuance of common stock | $ 97,142 | $ 2,916 | |||||||||||||||||||
Common stock issued for lease settlement | $ 130 | ||||||||||||||||||||
Number of shares issued for acquisition | $ 12,395 | $ 11,832 | |||||||||||||||||||
Number of shares issued during period, new issues | $ 20,000 | $ 2,297 | 717 | $ 422 | $ 1,778 | ||||||||||||||||
Shares issued during period for services, value | $ 101 | ||||||||||||||||||||
Term of granted options | 7 years 3 months 19 days | ||||||||||||||||||||
Private Placement [Member] | Investors [Member] | |||||||||||||||||||||
Number of common stock issued, shares | 170,391 | 795,593 | |||||||||||||||||||
Number of shares issued during period, new issues | $ 500 | $ 2,300 | |||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||
Number of common stock issued, shares | 2,162,163 | 795,593 | 217,271 | 386,792 | 378,098 | ||||||||||||||||
Common stock issued for lease settlement, shares | 18,935 | ||||||||||||||||||||
Common stock issued for lease settlement | |||||||||||||||||||||
Number of shares issued for acquisition | |||||||||||||||||||||
Number of shares issued for acquisitions, shares | 1,200,000 | 2,500,000 | |||||||||||||||||||
Number of shares issued during period, new issues | |||||||||||||||||||||
Shares issued during period for services, value | |||||||||||||||||||||
Shares issued during period for services, shares | 15,009 | ||||||||||||||||||||
Options granted | 15,000 | 343,789 | 1,040,000 | ||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | ||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | |||||||||||||||||||||
Common stock, shares authorized | 400,000,000 | 400,000,000 | 400,000,000 | 400,000,000 | |||||||||||||||||
Conversion of shares converted | 15,000,000 | ||||||||||||||||||||
Warrants exercise price per share | $ 5 | $ 0.75 | $ 0.75 | $ 7.74 | |||||||||||||||||
Proceeds from issuance of common stock | $ 2,297 | $ 1,778 | $ 3,589 | $ 3,130 | |||||||||||||||||
Term of granted options | 8 years 1 month 6 days | ||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Cancellation of Consulting Agreement [Member] | |||||||||||||||||||||
Shares issued during period for services, value | $ 13 | ||||||||||||||||||||
Shares issued during period for services, shares | 2,000 | ||||||||||||||||||||
Sale of stock price per share | $ 6.59 | ||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | 2014 Equity Incentive Stock Plan [Member] | |||||||||||||||||||||
Options granted | 166,667 | ||||||||||||||||||||
Term of granted options | 10 years | ||||||||||||||||||||
Fair value of stock options granted | $ 470 | ||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Facebank AG and Nexway Acquisition [Member] | |||||||||||||||||||||
Shares issued price per share | $ 3.30 | ||||||||||||||||||||
Number of shares issued for acquisition | $ 8,200 | ||||||||||||||||||||
Number of shares issued for acquisitions, shares | 2,500,000 | ||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Lease Settlement [Member] | |||||||||||||||||||||
Shares issued price per share | $ 6.90 | ||||||||||||||||||||
Common stock issued for lease settlement, shares | 18,935 | ||||||||||||||||||||
Common stock issued for lease settlement | $ 100 | ||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Namegames, LLC [Member] | |||||||||||||||||||||
Issuance of common stock for purchase of asset | $ 658 | ||||||||||||||||||||
Issuance of common stock for purchase of asset, shares | 23,360 | ||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Investors [Member] | |||||||||||||||||||||
Warrants issued to purchase stock | 200,000 | 200,000 | |||||||||||||||||||
Warrants exercise price per share | $ 11.31 | $ 11.31 | |||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Private Placement [Member] | |||||||||||||||||||||
Proceeds from private placement | $ 1,100 | ||||||||||||||||||||
Number of common stock issued, shares | 93,910 | ||||||||||||||||||||
Shares issued price per share | $ 11.28 | $ 11.28 | |||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Private Placement [Member] | Investors [Member] | |||||||||||||||||||||
Number of common stock issued, shares | 795,593 | ||||||||||||||||||||
Number of shares issued during period, new issues | $ 2,300 | ||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Private Placement [Member] | Several Other Investors [Member] | |||||||||||||||||||||
Proceeds from private placement | $ 2,500 | ||||||||||||||||||||
Number of common stock issued, shares | 1,028,497 | ||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Common Stock [Member] | |||||||||||||||||||||
Conversion of shares converted | 15,000,000 | ||||||||||||||||||||
Number of common stock issued, shares | 795,593 | 378,098 | 1,028,497 | 623,578 | |||||||||||||||||
Common stock issued for lease settlement, shares | 18,935 | 18,935 | |||||||||||||||||||
Common stock issued for lease settlement | |||||||||||||||||||||
Number of shares issued for acquisition | |||||||||||||||||||||
Number of shares issued for acquisitions, shares | |||||||||||||||||||||
Number of shares issued during period, new issues | |||||||||||||||||||||
Shares issued during period for services, value | $ 1,600 | ||||||||||||||||||||
Shares issued during period for services, shares | 200,000 | 35,009 | 407,943 | ||||||||||||||||||
Options granted | 1,040,000 | ||||||||||||||||||||
Number of shares issued for conversion | |||||||||||||||||||||
Number of shares issued for conversion, shares | 66,667 | ||||||||||||||||||||
Issuance of common stock for purchase of asset | |||||||||||||||||||||
Issuance of common stock for purchase of asset, shares | 23,360 | ||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Common Stock [Member] | Share Issuance for Services [Member] | |||||||||||||||||||||
Shares issued price per share | $ 6.72 | ||||||||||||||||||||
Shares issued during period for services, value | $ 100 | ||||||||||||||||||||
Shares issued during period for services, shares | 15,009 | ||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Common Stock [Member] | Share Issuance for Services [Member] | Consulting Agreement [Member] | |||||||||||||||||||||
Shares issued price per share | $ 10 | ||||||||||||||||||||
Shares issued during period for services, value | $ 200 | ||||||||||||||||||||
Shares issued during period for services, shares | 20,000 | ||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Common Stock [Member] | To Satisfy Investment Obligation [Member] | Investment Agreement [Member] | |||||||||||||||||||||
Number of common stock issued, shares | 175,000 | ||||||||||||||||||||
Shares issued price per share | $ 10.96 | ||||||||||||||||||||
Proceeds from issuance of common stock | $ 1,000 | ||||||||||||||||||||
Number of shares issued during period, new issues | $ 1,900 | ||||||||||||||||||||
Loss on investment | $ 900 | ||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Common Stock [Member] | Auctus Fund [Member] | Securities Purchase Agreements [Member] | |||||||||||||||||||||
Number of common stock issued, shares | 6,667 | ||||||||||||||||||||
Number of shares issued during period, new issues | $ 118 | ||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Common Stock [Member] | Conversion of Note Payable [Member] | |||||||||||||||||||||
Shares issued price per share | $ 3 | ||||||||||||||||||||
Number of shares issued for conversion | $ 50 | $ 18 | |||||||||||||||||||
Number of shares issued for conversion, shares | 16,666 | 4,334 | |||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Common Stock [Member] | Cashless Issuance of Warrants [Member] | |||||||||||||||||||||
Number of common stock issued, shares | 15,606 | ||||||||||||||||||||
Number of shares issued for conversion, shares | 15,606 | ||||||||||||||||||||
Loss on exercise of warrants | $ 94 | $ 94 | |||||||||||||||||||
Number of shares canceled during period, shares | 10,492 | ||||||||||||||||||||
Number of warrants, outstanding | $ 3,008 | ||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Common Stock [Member] | Cashless Issuance of Warrants, Intended to Issue [Member] | |||||||||||||||||||||
Number of common stock issued, shares | 5,114 | ||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Common Stock [Member] | Exchange of Series A Preferred Stock [Member] | |||||||||||||||||||||
Number of common stock issued, shares | 3,633,333 | ||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Common Stock [Member] | Contractual Conversion of Stock [Member] | |||||||||||||||||||||
Number of common stock issued, shares | 66,667 | ||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Common Stock [Member] | Contractual Conversion of Stock [Member] | |||||||||||||||||||||
Number of common stock issued, shares | 94,966 | ||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Common Stock [Member] | Fubo Tv [Member] | |||||||||||||||||||||
Number of common stock issued, shares | 623,578 | ||||||||||||||||||||
Proceeds from issuance of common stock | $ 3,200 | ||||||||||||||||||||
Number of shares issued for acquisition | |||||||||||||||||||||
Number of shares issued for acquisitions, shares | |||||||||||||||||||||
Number of shares issued during period, new issues | |||||||||||||||||||||
Shares issued during period for services, value | |||||||||||||||||||||
Shares issued during period for services, shares | 407,943 | ||||||||||||||||||||
Number of shares issued for conversion | |||||||||||||||||||||
Number of shares issued for conversion, shares | 66,667 | ||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Common Stock [Member] | Pulse Evolution Corporation [Member] | |||||||||||||||||||||
Number of shares issued during period, new issues | $ 1,552,070 | $ 2,503,333 | |||||||||||||||||||
Common stock issued in exchange for subsidiary shares | 3,727,080 | 40,991,276 | |||||||||||||||||||
Reduction of noncontrolling interest | $ 1,100 | $ 4,000 | |||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Common Stock [Member] | Non-Employee Service Providers [Member] | Stock Issuances for Employee Services [Member] | |||||||||||||||||||||
Shares issued during period for services, value | $ 3,300 | ||||||||||||||||||||
Shares issued during period for services, shares | 407,943 | ||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Common Stock [Member] | Alex Bafer [Member] | |||||||||||||||||||||
Options granted | 16,667 | ||||||||||||||||||||
Term of granted options | 10 years | ||||||||||||||||||||
Stock option, exercise price | $ 28.20 | ||||||||||||||||||||
Fair value of stock options granted | $ 470 | ||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||
Preferred stock, shares issued | 0 | 0 | |||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||
Preferred stock voting rights | Series A Preferred shares have no rights to receive dividends or any distributions, but each series A Preferred share entitles the holder to 100 votes relative to each share of common stock. Series A Preferred shares have no conversion rights. | ||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Series A Preferred Stock [Member] | Common Stock [Member] | Exchange of Series A Preferred Stock [Member] | |||||||||||||||||||||
Number of common stock issued, shares | 5,000,000 | ||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Series B Convertible Preferred Stock [Member] | |||||||||||||||||||||
Preferred stock, shares issued | 0 | 0 | |||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||||||||||||||||
Preferred stock voting rights | Series B Convertible Preferred shares have no rights to receive dividends or any distributions; however, each series B Convertible Preferred share entitles the holder to 1 vote relative to each share of common stock. Each series B Convertible Preferred share is convertible into 2 shares of common stock. Series B Convertible Preferred shares are also exempt from any adjustment to the conversion ratio in the event of a split or reverse stock split of the common stock. | ||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Series B Convertible Preferred Stock [Member] | Common Stock [Member] | Contractual Conversion of Stock [Member] | |||||||||||||||||||||
Number of shares issued for conversion, shares | 1,000,000 | ||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Series C Convertible Preferred Stock [Member] | |||||||||||||||||||||
Preferred stock, shares issued | 0 | 0 | |||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||||||||||||||||
Preferred stock voting rights | Series C Convertible Preferred shares have no rights to receive dividends or any distributions; however, each series C Convertible Preferred share entitles the holder to 1 vote relative to each share of common stock. Each series C Convertible Preferred share is convertible into 2 shares of common stock. Series C Convertible Preferred shares are also exempt from any adjustment to the conversion ratio in the event of a split or reverse stock split of the common stock. | ||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Series C Convertible Preferred Stock [Member] | Common Stock [Member] | |||||||||||||||||||||
Number of shares issued for conversion, shares | 1,424,491 | ||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Series X Convertible Preferred Stock [Member] | |||||||||||||||||||||
Preferred stock, shares issued | 0 | 1,000,000 | |||||||||||||||||||
Preferred stock, shares outstanding | 0 | 1,000,000 | |||||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||||||||||||||||
Preferred stock voting rights | Series X Convertible Preferred shares have the rights to receive dividends or any distributions on a "as-converted basis" and also each Series X Convertible Preferred stockholder held the right to 1 vote relative to each stockholder of common stock, on a "as-converted basis" | ||||||||||||||||||||
Conversion of shares converted | 1,000,000 | 15 | |||||||||||||||||||
Number of shares issued for acquisitions, shares | 15,000,000 | ||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Series X Convertible Preferred Stock [Member] | Stockholders [Member] | |||||||||||||||||||||
Number of shares issued for acquisitions, shares | 1,000,000 |
Stockholders' Equity_ (Defici_6
Stockholders' Equity/ (Deficit) - Schedule of Stock Option Activity (Details) (FaceBank Group, Inc. Pre-Merger) - USD ($) | 3 Months Ended | 9 Months Ended |
Mar. 31, 2020 | Sep. 30, 2020 | |
Number of Shares Outstanding, Beginning Balance | 16,667 | 16,667 |
Number of Shares Outstanding, Granted | 7,141,899 | |
Number of Shares Outstanding, Ending Balance | 14,593,916 | |
Number of Shares, Options Vested and Exercisable, Ending Balance | 6,081,567 | |
Weighted Average Exercise Price, Beginning Balance | $ 28.20 | $ 28.20 |
Weighted Average Exercise Price, Granted | 8.79 | |
Weighted Average Exercise Price, Ending Balance | 4.99 | |
Weighted Average Exercise Price Options Vested and Exercisable, Ending Balance | $ 2.01 | |
Total Intrinsic Value, Beginning Balance | ||
Total Intrinsic Value, Granted | ||
Total Intrinsic Value, Ending Balance | $ 61,234 | |
Total Intrinsic Value Options Vested and Exercisable, Ending Balance | $ 42,736 | |
Weighted Average Remaining Contractual Life (in Years), Beginning Balance | 7 years 3 months 19 days | |
Weighted Average Remaining Contractual Life (in Years), Ending Balance | 8 years 2 months 12 days | |
Weighted Average Remaining Contractual Life (in Years) Options vested and Exercisable, Ending Balance | 6 years 10 months 25 days | |
FaceBank Group, Inc Pre-Merger [Member] | ||
Number of Shares Outstanding, Beginning Balance | 16,667 | 16,667 |
Number of Shares Outstanding, Granted | 280,000 | |
Number of Shares Outstanding, Ending Balance | 296,667 | |
Number of Shares, Options Vested and Exercisable, Ending Balance | 296,667 | |
Weighted Average Exercise Price, Beginning Balance | $ 28.20 | $ 28.20 |
Weighted Average Exercise Price, Granted | 7.20 | |
Weighted Average Exercise Price, Ending Balance | 8.38 | |
Weighted Average Exercise Price Options Vested and Exercisable, Ending Balance | $ 8.38 | |
Total Intrinsic Value, Beginning Balance | ||
Total Intrinsic Value, Granted | $ 322,000 | |
Total Intrinsic Value, Ending Balance | $ 322,000 | |
Total Intrinsic Value Options Vested and Exercisable, Ending Balance | $ 322,000 | |
Weighted Average Remaining Contractual Life (in Years), Beginning Balance | 8 years 1 month 6 days | |
Weighted Average Remaining Contractual Life (in Years), Granted | 4 years 8 months 12 days | |
Weighted Average Remaining Contractual Life (in Years), Ending Balance | 4 years 10 months 25 days | |
Weighted Average Remaining Contractual Life (in Years) Options vested and Exercisable, Ending Balance | 4 years 10 months 25 days |
Stockholders' Equity_ (Defici_7
Stockholders' Equity/ (Deficit) - Summary of Outstanding Warrants Activity (Details) (FaceBank Group, Inc. Pre-Merger) - USD ($) | 3 Months Ended | 9 Months Ended |
Mar. 31, 2020 | Sep. 30, 2020 | |
Number of Warrants Outstanding, Beginning Balance | 200,007 | 200,007 |
Number of Warrants Outstanding, Issued | 9,538,526 | |
Number of Warrants Outstanding, Expired | (200,000) | |
Number of Warrants Outstanding, Ending Balance | 9,538,533 | |
Number of Warrants Exercisable, Ending Balance | 9,538,533 | |
Weighted Average Exercise Price, Beginning Balance | $ 13.31 | $ 13.31 |
Weighted Average Exercise Price, Issued | 6.62 | |
Weighted Average Exercise Price, Expired | ||
Weighted Average Exercise Price, Ending Balance | 5.80 | |
Weighted Average Exercise Price, Ending Balance | $ 5.80 | |
Total Intrinsic Value, Beginning Balance | ||
Total Intrinsic Value, Issued | 23,119,000 | |
Total Intrinsic Value, Expired | ||
Total Intrinsic Value, Ending Balance | 32,670,000 | |
Total Intrinsic Value, Warrants exercisable Ending Balance | $ 32,670,000 | |
FaceBank Group, Inc Pre-Merger [Member] | ||
Number of Warrants Outstanding, Beginning Balance | 200,007 | 200,007 |
Number of Warrants Outstanding, Issued | 3,411,349 | |
Number of Warrants Outstanding, Expired | (200,000) | |
Number of Warrants Outstanding, Ending Balance | 3,411,356 | |
Number of Warrants Exercisable, Ending Balance | 3,411,356 | |
Weighted Average Exercise Price, Beginning Balance | $ 12.15 | $ 12.15 |
Weighted Average Exercise Price, Issued | 5.11 | |
Weighted Average Exercise Price, Expired | ||
Weighted Average Exercise Price, Ending Balance | 5.16 | |
Weighted Average Exercise Price, Ending Balance | $ 5.16 | |
Total Intrinsic Value, Beginning Balance | ||
Total Intrinsic Value, Issued | 11,038,616 | |
Total Intrinsic Value, Expired | ||
Total Intrinsic Value, Ending Balance | 11,038,616 | |
Total Intrinsic Value, Warrants exercisable Ending Balance | $ 11,038,616 |
Stockholders' Equity _ (Defic_6
Stockholders' Equity / (Deficit) - Summary of Fair Value of Options Granted (Details) (FaceBank Group, Inc. Pre-Merger) (10-K) - FaceBank Group, Inc Pre-Merger [Member] - Stock Options [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Exercise price | $ 28.20 | |
Expected stock price volatility | 222.00% | |
Risk-free rate of interest | 2.78% | |
Contractual term (years) | 0 years | 10 years |
Stockholders' Equity _ (Defic_7
Stockholders' Equity / (Deficit) - Summary of Options Under Employee Stock Option Plan (Details) (FaceBank Group, Inc. Pre-Merger) (10-K) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Shares Outstanding, Beginning Balance | 16,667 | 16,667 | ||
Number of Shares Outstanding, Granted | 7,141,899 | |||
Number of Shares Outstanding, Ending Balance | 14,593,916 | 16,667 | ||
Number of Shares, Options Vested and Exercisable, Ending Balance | 6,081,567 | |||
Weighted Average Exercise Price, Beginning Balance | $ 28.20 | $ 28.20 | ||
Weighted Average Exercise Price, Granted | 8.79 | |||
Weighted Average Exercise Price, Ending Balance | 4.99 | $ 28.20 | ||
Weighted Average Exercise Price Options Vested and Exercisable, Ending Balance | $ 2.01 | |||
Total Intrinsic Value, Beginning Balance | ||||
Total Intrinsic Value, Ending Balance | 61,234 | |||
Total Intrinsic Value Options Vested and Exercisable, Ending Balance | $ 42,736 | |||
Weighted Average Remaining Contractual Life (in Years), Beginning Balance | 7 years 3 months 19 days | |||
Weighted Average Remaining Contractual Life (in Years), Ending Balance | 8 years 2 months 12 days | |||
Weighted Average Remaining Contractual Life (in Years) Options vested and Exercisable, Ending Balance | 6 years 10 months 25 days | |||
FaceBank Group, Inc Pre-Merger [Member] | ||||
Number of Shares Outstanding, Beginning Balance | 16,667 | 16,667 | ||
Number of Shares Outstanding, Granted | 280,000 | |||
Number of Shares Outstanding, Ending Balance | 296,667 | 16,667 | ||
Number of Shares, Options Vested and Exercisable, Ending Balance | 296,667 | |||
Weighted Average Exercise Price, Beginning Balance | $ 28.20 | $ 28.20 | ||
Weighted Average Exercise Price, Granted | 7.20 | |||
Weighted Average Exercise Price, Ending Balance | 8.38 | $ 28.20 | ||
Weighted Average Exercise Price Options Vested and Exercisable, Ending Balance | $ 8.38 | |||
Total Intrinsic Value, Beginning Balance | ||||
Total Intrinsic Value, Ending Balance | 322,000 | |||
Total Intrinsic Value Options Vested and Exercisable, Ending Balance | $ 322,000 | |||
Weighted Average Remaining Contractual Life (in Years), Beginning Balance | 8 years 1 month 6 days | |||
Weighted Average Remaining Contractual Life (in Years), Granted | 4 years 8 months 12 days | |||
Weighted Average Remaining Contractual Life (in Years), Ending Balance | 4 years 10 months 25 days | |||
Weighted Average Remaining Contractual Life (in Years) Options vested and Exercisable, Ending Balance | 4 years 10 months 25 days | |||
FaceBank Group, Inc Pre-Merger [Member] | Stock Options [Member] | ||||
Number of Shares Outstanding, Beginning Balance | 16,667 | 16,667 | 16,667 | |
Number of Shares Outstanding, Granted | 16,667 | |||
Number of Shares Outstanding, Ending Balance | 16,667 | 16,667 | ||
Number of Shares, Options Vested and Exercisable, Ending Balance | 16,667 | |||
Weighted Average Exercise Price, Beginning Balance | $ 28.20 | $ 28.20 | $ 28.20 | |
Weighted Average Exercise Price, Granted | 28.20 | |||
Weighted Average Exercise Price, Ending Balance | 28.20 | $ 28.20 | ||
Weighted Average Exercise Price Options Vested and Exercisable, Ending Balance | $ 28.20 | |||
Total Intrinsic Value, Beginning Balance | ||||
Total Intrinsic Value, Ending Balance | ||||
Total Intrinsic Value Options Vested and Exercisable, Ending Balance | ||||
Weighted Average Remaining Contractual Life (in Years), Beginning Balance | 9 years 1 month 6 days | 0 years | ||
Weighted Average Remaining Contractual Life (in Years), Granted | 9 years 1 month 6 days | |||
Weighted Average Remaining Contractual Life (in Years), Ending Balance | 8 years 1 month 6 days | 9 years 1 month 6 days | ||
Weighted Average Remaining Contractual Life (in Years) Options vested and Exercisable, Ending Balance | 8 years 1 month 6 days |
Stockholders' Equity _ (Defic_8
Stockholders' Equity / (Deficit) - Summary of Outstanding Warrants Activity (Details) (FaceBank Group, Inc. Pre-Merger) (10-K) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |||
Number of Warrants Outstanding, Beginning Balance | 200,007 | 200,007 | ||||
Number of Warrants Outstanding, Issued | 9,538,526 | |||||
Number of Warrants Outstanding, Ending Balance | 9,538,533 | 200,007 | ||||
Number of Warrants Exercisable, Ending Balance | 9,538,533 | |||||
Weighted Average Exercise Price, Beginning Balance | $ 13.31 | $ 13.31 | ||||
Weighted Average Exercise Price, Issued | 6.62 | |||||
Weighted Average Exercise Price, Ending Balance | 5.80 | $ 13.31 | ||||
Weighted Average Exercise Price, Ending Balance | $ 5.80 | |||||
Total Intrinsic Value, Beginning Balance | ||||||
Total Intrinsic Value, Issued | 23,119,000 | |||||
Total Intrinsic Value, Ending Balance | 32,670,000 | |||||
Total Intrinsic Value, Warrants exercisable Ending Balance | $ 32,670,000 | |||||
FaceBank Group, Inc Pre-Merger [Member] | ||||||
Number of Warrants Outstanding, Beginning Balance | 200,007 | 200,007 | ||||
Number of Warrants Outstanding, Issued | 3,411,349 | |||||
Number of Warrants Outstanding, Ending Balance | 3,411,356 | 200,007 | ||||
Number of Warrants Exercisable, Ending Balance | 3,411,356 | |||||
Weighted Average Exercise Price, Beginning Balance | $ 12.15 | $ 12.15 | ||||
Weighted Average Exercise Price, Issued | 5.11 | |||||
Weighted Average Exercise Price, Ending Balance | 5.16 | $ 12.15 | ||||
Weighted Average Exercise Price, Ending Balance | $ 5.16 | |||||
Total Intrinsic Value, Beginning Balance | ||||||
Total Intrinsic Value, Issued | 11,038,616 | |||||
Total Intrinsic Value, Ending Balance | 11,038,616 | |||||
Total Intrinsic Value, Warrants exercisable Ending Balance | $ 11,038,616 | |||||
FaceBank Group, Inc Pre-Merger [Member] | Warrants [Member] | ||||||
Number of Warrants Outstanding, Beginning Balance | 200,007 | 200,007 | 7 | [1] | 3,015 | |
Number of Warrants Outstanding, Issued | 200,000 | |||||
Number of Warrants Outstanding, Exercised | (3,008) | |||||
Number of Warrants Outstanding, Ending Balance | 200,007 | 7 | [1] | |||
Number of Warrants Exercisable, Ending Balance | 200,007 | |||||
Weighted Average Exercise Price, Beginning Balance | $ 12.15 | $ 12.15 | $ 24,000 | [1] | $ 15 | |
Weighted Average Exercise Price, Issued | 11.31 | |||||
Weighted Average Exercise Price, Exercised | 15 | |||||
Weighted Average Exercise Price, Ending Balance | 12.15 | $ 24,000 | [1] | |||
Weighted Average Exercise Price, Ending Balance | $ 12.15 | |||||
Total Intrinsic Value, Beginning Balance | [1] | |||||
Total Intrinsic Value, Issued | ||||||
Total Intrinsic Value, Ending Balance | [1] | |||||
Total Intrinsic Value, Warrants exercisable Ending Balance | ||||||
Weighted Average Remaining Contractual Life (in years), Beginning Balance | 2 years 10 months 25 days | 4 years 8 months 12 days | ||||
Weighted Average Remaining Contractual Life (in years), Issued | 2 months 12 days | |||||
Weighted Average Remaining Contractual Life (in years), Ending Balance | 2 months 12 days | 2 years 10 months 25 days | [1] | |||
Weighted Average Remaining Contractual Life (in years), Ending Balance | 2 months 12 days | |||||
[1] | The warrants outstanding as of December 31, 2018 had an original exercise price of $0.80. In January 2017, the Company executed a 1-for-10,000 reverse split, that resulted in an exercise price of $800. Following the 1 for 30 reverse split in February 2019, the exercise price is currently $24,000 per share. |
Stockholders' Equity _ (Defic_9
Stockholders' Equity / (Deficit) - Summary of Outstanding Warrants Activity (Details) (FaceBank Group, Inc. Pre-Merger) (10-K) (Parenthetical) - $ / shares | 1 Months Ended | |||||||
Jan. 31, 2017 | Sep. 29, 2020 | Apr. 23, 2020 | Apr. 02, 2020 | Mar. 31, 2020 | Mar. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Warrants exercise price per share | $ 3.06 | $ 9 | $ 7.74 | |||||
FaceBank Group, Inc Pre-Merger [Member] | ||||||||
Warrants exercise price per share | $ 5 | $ 7.74 | $ 0.75 | $ 0.75 | ||||
FaceBank Group, Inc Pre-Merger [Member] | Warrants [Member] | ||||||||
Warrants exercise price per share | $ 0.80 | |||||||
Warrants exercise price, description | In January 2017, the Company executed a 1-for-10,000 reverse split, that resulted in an exercise price of $800. Following the 1 for 30 reverse split in February 2019, the exercise price is currently $24,000 per share. |
Leases (Details Narrative) (Fac
Leases (Details Narrative) (FaceBank Group, Inc. Pre-Merger) - USD ($) | Feb. 14, 2019 | Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 19, 2019 | Sep. 16, 2019 | Dec. 31, 2018 |
Right of use assets | $ 4,886,000 | $ 3,519,000 | |||||
Operating lease liabilities | $ 4,900,000 | ||||||
Nexway AG [Member] | |||||||
Right of use assets | $ 0 | 3,500,000 | $ 3,600,000 | ||||
Operating lease liabilities | 0 | 3,500,000 | 3,600,000 | ||||
March 1, 2019 Until August 31, 2020 [Member] | |||||||
Annual rent | $ 89,000 | ||||||
August 31, 2021 [Member] | |||||||
Annual rent | 95,000 | ||||||
August 31, 2022 [Member] | |||||||
Annual rent | 98,000 | ||||||
FaceBank Group, Inc Pre-Merger [Member] | |||||||
Right of use assets | $ 37,000 | 3,519,000 | |||||
Operating lease liabilities | $ 3,520,000 | ||||||
Operating lease expiry date | Aug. 31, 2020 | ||||||
FaceBank Group, Inc Pre-Merger [Member] | Nexway AG [Member] | |||||||
Right of use assets | $ 0 | 3,600,000 | $ 3,600,000 | ||||
Operating lease liabilities | $ 0 | $ 3,600,000 | $ 3,600,000 | ||||
FaceBank Group, Inc Pre-Merger [Member] | March 1, 2019 Until August 31, 2020 [Member] | |||||||
Annual rent | 89,437 | ||||||
FaceBank Group, Inc Pre-Merger [Member] | August 31, 2021 [Member] | |||||||
Annual rent | 94,884 | ||||||
FaceBank Group, Inc Pre-Merger [Member] | August 31, 2022 [Member] | |||||||
Annual rent | $ 97,730 |
Leases (Details Narrative) (F_2
Leases (Details Narrative) (FaceBank Group, Inc. Pre-Merger) (10-K) - USD ($) | Feb. 14, 2019 | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 19, 2019 | Sep. 16, 2019 | Dec. 31, 2018 |
Operating lease liabilities | $ 4,900,000 | ||||||
Right of use assets | $ 4,886,000 | $ 3,519,000 | |||||
Nexway AG [Member] | |||||||
Operating lease liabilities | $ 0 | 3,500,000 | $ 3,600,000 | ||||
Right of use assets | 0 | 3,500,000 | 3,600,000 | ||||
March 1, 2019 Until August 31, 2020 [Member] | |||||||
Annual rent | $ 89,000 | ||||||
August 31, 2021 [Member] | |||||||
Annual rent | 95,000 | ||||||
August 31, 2022 [Member] | |||||||
Annual rent | 98,000 | ||||||
FaceBank Group, Inc Pre-Merger [Member] | |||||||
Operating lease liabilities | 3,520,000 | ||||||
Right of use assets | 37,000 | $ 3,519,000 | |||||
FaceBank Group, Inc Pre-Merger [Member] | Nexway AG [Member] | |||||||
Operating lease liabilities | 0 | 3,600,000 | $ 3,600,000 | ||||
Right of use assets | $ 0 | $ 3,600,000 | $ 3,600,000 | ||||
FaceBank Group, Inc Pre-Merger [Member] | March 1, 2019 Until August 31, 2020 [Member] | |||||||
Annual rent | 89,437 | ||||||
FaceBank Group, Inc Pre-Merger [Member] | August 31, 2021 [Member] | |||||||
Annual rent | 94,884 | ||||||
FaceBank Group, Inc Pre-Merger [Member] | August 31, 2022 [Member] | |||||||
Annual rent | $ 97,730 |
Leases - Schedule of Operatin_2
Leases - Schedule of Operating Leases (Details) (FaceBank Group, Inc. Pre-Merger) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Operating lease cost | $ 312 | $ 623 | ||
Variable lease cost | ||||
Operating lease expense | 312 | 623 | ||
Short-term lease rent expense | ||||
Total rent expense | $ 312 | $ 623 | ||
FaceBank Group, Inc Pre-Merger [Member] | ||||
Operating lease cost | $ 98 | $ 259 | ||
Variable lease cost | 73 | 56 | ||
Operating lease expense | 171 | 315 | ||
Short-term lease rent expense | ||||
Total rent expense | $ 171 | $ 315 |
Leases - Schedule of Operatin_3
Leases - Schedule of Operating Leases (Details) (FaceBank Group, Inc. Pre-Merger) (10-K) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Operating lease cost | $ 312 | $ 623 | ||
Variable lease cost | ||||
Operating lease expense | 312 | 623 | ||
Short-term lease rent expense | ||||
Total rent expense | $ 312 | $ 623 | ||
FaceBank Group, Inc Pre-Merger [Member] | ||||
Operating lease cost | $ 98 | $ 259 | ||
Variable lease cost | 73 | 56 | ||
Operating lease expense | 171 | 315 | ||
Short-term lease rent expense | ||||
Total rent expense | $ 171 | $ 315 |
Leases - Schedule of Suppleme_2
Leases - Schedule of Supplemental Cash Flow and Other Information Related to Leases (Details) (FaceBank Group, Inc. Pre-Merger) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Operating cash flows from operating leases | $ 305 | $ 610 | ||
Right-of-use assets exchanged for operating lease liabilities | $ 5,373 | $ 5,373 | ||
FaceBank Group, Inc Pre-Merger [Member] | ||||
Operating cash flows from operating leases | $ 75,000 | $ 281,000 | ||
Right-of-use assets exchanged for operating lease liabilities | $ 125,000 | $ 3,719,000 | ||
Weighted-average remaining lease term - operating leases | 4 months 24 days | 7 years 9 months 18 days | ||
Weighted-average monthly discount rate - operating leases | 0.80% | 8.00% |
Leases - Schedule of Suppleme_3
Leases - Schedule of Supplemental Cash Flow and Other Information Related to Leases (Details) (FaceBank Group, Inc. Pre-Merger) (10-K) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Operating cash flows from operating leases | $ 305 | $ 610 | ||
Right-of-use assets exchanged for operating lease liabilities | $ 5,373 | $ 5,373 | ||
FaceBank Group, Inc Pre-Merger [Member] | ||||
Operating cash flows from operating leases | $ 75,000 | $ 281,000 | ||
Right-of-use assets exchanged for operating lease liabilities | $ 125,000 | $ 3,719,000 | ||
Weighted-average remaining lease term - operating leases (in years) | 4 months 24 days | 7 years 9 months 18 days | ||
Weighted-average discount rate - operating leases | 0.80% | 8.00% |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Operating Leases (Details) (FaceBank Group, Inc. Pre-Merger) (10-K) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Year Ended December 31, 2020 | $ 1,030,000 | |
Year Ended December 31, 2021 | 778,000 | |
Year Ended December 31, 2022 | 805,000 | |
Year Ended December 31, 2023 | 805,000 | |
Thereafter | 2,111,000 | |
Total minimum lease payments | 5,834,000 | |
Less present value discount | (934,000) | |
Operating lease liabilities | $ 4,900,000 | |
FaceBank Group, Inc Pre-Merger [Member] | ||
Year Ended December 31, 2020 | $ 862,000 | |
Year Ended December 31, 2021 | 769,000 | |
Year Ended December 31, 2022 | 465,000 | |
Year Ended December 31, 2023 | 465,000 | |
Thereafter | 2,326,000 | |
Total minimum lease payments | 4,887,000 | |
Less present value discount | (1,367,000) | |
Operating lease liabilities | $ 3,520,000 |
Commitments and Contingencies_7
Commitments and Contingencies (Details Narrative) (FaceBank Group, Inc. Pre-Merger) - Closed Litigation [Member] $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020USD ($)Integer | Dec. 31, 2019USD ($)Integer | Sep. 30, 2020USD ($) | Dec. 31, 2018USD ($) | |
Loss contingency, accrued | $ 500 | $ 500 | ||
FaceBank Group, Inc Pre-Merger [Member] | ||||
Number of legal matters | Integer | 2 | 2 | ||
Loss contingency, accrued | $ 524 | $ 524 | $ 524 |
Commitments and Contingencies_8
Commitments and Contingencies (Details Narrative) (FaceBank Group, Inc. Pre-Merger) (10-K) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020USD ($)Integer | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($)Integer$ / sharesshares | Sep. 30, 2020USD ($) | Dec. 31, 2018USD ($) | |
Common stock issued for lease settlement | $ 130 | ||||
Closed Litigation [Member] | |||||
Loss contingency, accrued | $ 500 | $ 500 | |||
FaceBank Group, Inc Pre-Merger [Member] | Closed Litigation [Member] | |||||
Number of legal matters | Integer | 2 | 2 | |||
Loss contingency, accrued | $ 524 | $ 524 | $ 524 | ||
FaceBank Group, Inc Pre-Merger [Member] | Lease Settlement [Member] | |||||
Common stock issued for lease settlement, shares | shares | 18,935 | ||||
Common stock issued for lease settlement | $ 100 | ||||
Shares issued price per share | $ / shares | $ 6.90 |
Acquisition of fuboTV (Details
Acquisition of fuboTV (Details Narrative) (FaceBank Group, Inc. Pre-Merger) - USD ($) $ / shares in Units, $ in Thousands | Apr. 02, 2020 | Feb. 28, 2019 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Options exercisable, weighted average price | $ 2.01 | ||||||||
Number of shares issued during period, new issues | $ 20,000 | $ 2,297 | $ 717 | $ 422 | $ 1,778 | ||||
Common Stock [Member] | |||||||||
Number of shares issued for acquisitions, shares | 1,200,000 | 2,500,000 | |||||||
Number of common stock issued, shares | 2,162,163 | 795,593 | 217,271 | 386,792 | 378,098 | ||||
Number of shares issued during period, new issues | |||||||||
FaceBank Group, Inc Pre-Merger [Member] | |||||||||
Options exercisable, weighted average price | $ 8.38 | ||||||||
Stock option shares issued on converted basis | 15,000,000 | ||||||||
FaceBank Group, Inc Pre-Merger [Member] | Common Stock [Member] | |||||||||
Number of shares issued for acquisitions, shares | |||||||||
Number of common stock issued, shares | 795,593 | 378,098 | 1,028,497 | 623,578 | |||||
Number of shares issued during period, new issues | |||||||||
Stock option shares issued on converted basis | 15,000,000 | ||||||||
FaceBank Group, Inc Pre-Merger [Member] | Fubo Tv [Member] | Common Stock [Member] | |||||||||
Number of shares issued for acquisitions, shares | |||||||||
Number of common stock issued, shares | 623,578 | ||||||||
Number of shares issued during period, new issues | |||||||||
Subsequent Event [Member] | FaceBank Group, Inc Pre-Merger [Member] | Merger Agreement [Member] | Fubo Tv [Member] | |||||||||
Options exercisable, weighted average price | $ 1.32 | ||||||||
Subsequent Event [Member] | FaceBank Group, Inc Pre-Merger [Member] | Merger Agreement [Member] | Fubo Tv [Member] | Common Stock [Member] | |||||||||
Aggregate number of options to acquire common stock | 8,051,098 | ||||||||
Options exercisable, weighted average price | $ 1.32 | ||||||||
Purchase price of acquisition | $ 596,100 | ||||||||
Market value of acquisition | $ 529,700 | ||||||||
Shares issued price per share | $ 8.20 | ||||||||
Number of common stock issued, shares | 64,600,000 | ||||||||
Number of shares issued during period, new issues | $ 66,400 | ||||||||
Stock option shares issued on converted basis | 8,100 | ||||||||
Subsequent Event [Member] | FaceBank Group, Inc Pre-Merger [Member] | Merger Agreement [Member] | Fubo Tv [Member] | Series AA Preferred Stock [Member] | |||||||||
Number of shares issued for acquisitions, shares | 32,324,362 | ||||||||
Preferred stock, voting rights | Pursuant to the Series AA Certificate of Designation, each share of Series AA Preferred Stock is convertible into two (2) shares of FaceBank's common stock. |
Income Tax Provision (Details N
Income Tax Provision (Details Narrative) (FaceBank Group, Inc. Pre-Merger) (10-K) | 12 Months Ended |
Dec. 31, 2019 | |
FaceBank Group, Inc Pre-Merger [Member] | |
Income tax description | Greater than 50% |
Income Tax Provision - Schedule
Income Tax Provision - Schedule of Deferred Tax Assets (Details) (FaceBank Group, Inc. Pre-Merger) (10-K) - FaceBank Group, Inc Pre-Merger [Member] - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Net operating losses | $ 1,042 | |
Accrued compensation | 205 | |
Depreciation and amortization | 13 | |
Other | 5 | |
Total deferred tax assets | 1,265 | |
Less: Valuation allowance | (1,265) | |
Net Deferred Tax Assets: | ||
Intangible assets | (30,879) | (35,000) |
Net Deferred Tax Liability | $ (30,879) | $ (35,000) |
Income Tax Provision - Schedu_2
Income Tax Provision - Schedule of Income Taxes Benefit (Details) (FaceBank Group, Inc. Pre-Merger) (10-K) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income tax benefit | $ (16,071) | $ (1,028) | $ (20,589) | $ (3,234) | ||||
FaceBank Group, Inc Pre-Merger [Member] | ||||||||
U.S. federal: Current | ||||||||
U.S. federal: Deferred | (4,302) | (1,725) | ||||||
State and local: Current | ||||||||
State and local: Deferred | (970) | (389) | ||||||
Valuation allowance | ||||||||
Income tax benefit | $ (1,038) | $ (1,169) | $ (5,272) | $ (2,114) |
Income Tax Provision - Schedu_3
Income Tax Provision - Schedule of Effective Income Tax Rate Reconciliation (Details) (FaceBank Group, Inc. Pre-Merger) (10-K) - FaceBank Group, Inc Pre-Merger [Member] | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Federal rate | 21.00% | 21.00% |
State income taxes, net of federal benefit | 4.74% | 4.74% |
Non-controlling interest | (0.82%) | (4.20%) |
Common stock issued for services | (0.82%) | (6.35%) |
Change in fair value of derivative liability and gain on extinguishment of convertible notes | 1.16% | 4.39% |
Amortization of debt discount | (0.13%) | (2.60%) |
Loss on investments | (1.81%) | |
Other | 0.00% | (1.26%) |
Change in valuation allowance | (37.15%) | (29.62%) |
Income Taxes Provision (Benefit) | (13.83%) | (13.90%) |
Employment Agreements (Details
Employment Agreements (Details Narrative) (FaceBank Group, Inc. Pre-Merger) (10-K) - FaceBank Group, Inc Pre-Merger [Member] - USD ($) | Nov. 12, 2018 | Aug. 08, 2018 |
Textor Employment Agreement [Member] | Mr. Textor [Member] | ||
Annual base salary | $ 500,000 | |
Minimum bonus | 100,000 | |
Bafer Employment Agreement [Member] | Mr. Bafer [Member] | ||
Annual base salary | 500,000 | |
Minimum bonus | $ 100,000 | |
Number of stock options vested | 500,000 | |
Stock option expiration | Expiring in 2029 | |
Anand Gupta Employment Agreement [Member] | Anand Gupta [Member] | ||
Annual base salary | $ 400,000 | |
Gross monthly salary | 12,500 | |
Monthly salary net of taxes and costs | 10,000 | |
Raising fresh capital | $ 10,000,000 |
Subsequent Events (Details Na_4
Subsequent Events (Details Narrative) (FaceBank Group, Inc. Pre-Merger) - USD ($) | Jul. 02, 2020 | Jun. 28, 2020 | Jun. 16, 2020 | Jun. 08, 2020 | Jun. 08, 2020 | Jul. 06, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 29, 2020 | May 25, 2020 | Apr. 23, 2020 | Apr. 02, 2020 | Mar. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Number of shares exchanged, value | ||||||||||||||||
Warrants exercise price per share | $ 3.06 | $ 9 | $ 7.74 | |||||||||||||
Number of options granted to purchase of common stock, shares | 7,141,899 | |||||||||||||||
Purchase Agreements [Member] | ||||||||||||||||
Warrants exercise price per share | $ 7 | $ 7 | ||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | ||||||||||||||||
Warrants exercise price per share | $ 5 | $ 7.74 | $ 0.75 | $ 0.75 | ||||||||||||
Number of options granted to purchase of common stock, shares | 280,000 | |||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Investors [Member] | ||||||||||||||||
Warrants exercise price per share | $ 11.31 | |||||||||||||||
Subsequent Event [Member] | FaceBank Group, Inc Pre-Merger [Member] | PEC [Member] | ||||||||||||||||
Number of common stock issued, shares | 1,201,749 | |||||||||||||||
Issuance of common stock - subsidiary share exchange, shares | 14,222,975 | |||||||||||||||
Subsequent Event [Member] | FaceBank Group, Inc Pre-Merger [Member] | ARETE Wealth Management [Member] | ||||||||||||||||
Warrants to purchase common stock | 275,000 | |||||||||||||||
Warrants exercise price per share | $ 5 | |||||||||||||||
Subsequent Event [Member] | FaceBank Group, Inc Pre-Merger [Member] | Purchase Agreements [Member] | Convertible Notes [Member] | ||||||||||||||||
Warrants to purchase common stock | 55,172 | |||||||||||||||
Number of common stock issued, shares | 55,000 | |||||||||||||||
Convertible notes principal balance | $ 2,100,000 | |||||||||||||||
Warrants exercise price per share | $ 9 | |||||||||||||||
Subsequent Event [Member] | FaceBank Group, Inc Pre-Merger [Member] | Purchase Agreements [Member] | Investors [Member] | ||||||||||||||||
Sale of common stock, shares | 3,735,922 | 111,459 | ||||||||||||||
Sale of stock price per share | $ 7 | $ 7 | ||||||||||||||
Warrants to purchase common stock | 3,735,922 | 3,735,922 | ||||||||||||||
Warrants purchase price | $ 26,151,454 | $ 26,151,454 | ||||||||||||||
Sale of common stock shares, value | $ 403,895 | |||||||||||||||
Subsequent Event [Member] | FaceBank Group, Inc Pre-Merger [Member] | Purchase Agreements [Member] | Credit Suisse Capital LLC [Member] | ||||||||||||||||
Sale of common stock, shares | 2,162,163 | |||||||||||||||
Sale of stock price per share | $ 9.25 | |||||||||||||||
Sale of common stock shares, value | $ 20,000,008 | |||||||||||||||
Subsequent Event [Member] | FaceBank Group, Inc Pre-Merger [Member] | Employment Agreement [Member] | ||||||||||||||||
Number of options granted to purchase of common stock, shares | 850,000 | |||||||||||||||
Share issued price per share | $ 10.435 | $ 10.435 | ||||||||||||||
Subsequent Event [Member] | FaceBank Group, Inc Pre-Merger [Member] | Letter Agreement [Member] | ||||||||||||||||
Number of options granted to purchase of common stock, shares | 1,203,297 | |||||||||||||||
Share issued price per share | $ 11.15 | |||||||||||||||
Subsequent Event [Member] | FaceBank Group, Inc Pre-Merger [Member] | Series D Preferred Stock [Member] | ||||||||||||||||
Number of shares redeemed | 253,000 | |||||||||||||||
Number of shares exchanged, value | $ 339,174 | |||||||||||||||
Preferred stock, shares outstanding | 203,000 |
Subsequent Events (Details Na_5
Subsequent Events (Details Narrative) (FaceBank Group, Inc. Pre-Merger) (10-K) - USD ($) | Jul. 03, 2020 | May 28, 2020 | May 21, 2020 | May 11, 2020 | Apr. 02, 2020 | Mar. 20, 2020 | Mar. 19, 2020 | Mar. 11, 2020 | Feb. 20, 2020 | Feb. 17, 2020 | Jan. 25, 2020 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | May 29, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 13, 2020 | Jun. 30, 2020 | Apr. 28, 2020 | Jan. 09, 2019 | Oct. 31, 2015 |
Number of options granted to purchase of common stock, shares | 7,141,899 | ||||||||||||||||||||||||
Term of granted options | 7 years 3 months 19 days | ||||||||||||||||||||||||
Debt interest rate | 4.00% | ||||||||||||||||||||||||
Number of shares issued during period, new issues | $ 20,000,000 | $ 2,297,000 | $ 717,000 | $ 422,000 | $ 1,778,000 | ||||||||||||||||||||
Weighted Average Exercise Price Options Vested and Exercisable, Ending Balance | $ 2.01 | $ 2.01 | |||||||||||||||||||||||
Common stock par value | 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||
Repayment of notes | $ 1,600,000 | ||||||||||||||||||||||||
Series AA Preferred Stock [Member] | |||||||||||||||||||||||||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||||||||||||
Preferred stock, shares authorized | 35,800,000 | 35,800,000 | 35,800,000 | ||||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | ||||||||||||||||||||||||
Preferred stock, shares authorized | 5,000,000 | ||||||||||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | ||||||||||||||||||||||||
Preferred stock, shares authorized | 1,000,000 | ||||||||||||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | ||||||||||||||||||||||||
Preferred stock, shares authorized | 41,000,000 | ||||||||||||||||||||||||
Series X Preferred Stock [Member] | |||||||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | ||||||||||||||||||||||||
Preferred stock, shares authorized | 1,000,000 | ||||||||||||||||||||||||
Series AA Convertible Preferred Stock [Member] | |||||||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||
Preferred stock, voting rights | Each share of Series AA Preferred Stock shall have 0.8 votes per share (the Voting Rate") on any matter submitted to the holders of the Common Stock for a vote and shall vote together with the Common Stock on such matters for as long as the Series AA Preferred Stock is outstanding. | Each share of Series AA Convertible Preferred Stock is entitled to 0.8 votes per share and is convertible into two shares of our common stock, only in connection with the sale of such shares on an arms length basis either pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act or pursuant to an effective registration statement under the Securities Act. | |||||||||||||||||||||||
Preferred stock, shares authorized | 35,800,000 | ||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||
Number of shares issued during period, new issues | |||||||||||||||||||||||||
Number of common stock issued, shares | 2,162,163 | 795,593 | 217,271 | 386,792 | 378,098 | ||||||||||||||||||||
Number of shares issued for acquisitions, shares | 1,200,000 | 2,500,000 | |||||||||||||||||||||||
Note Purchase Agreement [Member] | |||||||||||||||||||||||||
Number of shares issued during period, new issues | $ 7,500,000 | ||||||||||||||||||||||||
Number of common stock issued, shares | 900,000 | ||||||||||||||||||||||||
Shares issued price per share | $ 8.35 | $ 10 | |||||||||||||||||||||||
Repayment of notes | $ 10,100,000 | ||||||||||||||||||||||||
Note Purchase Agreement [Member] | Senior Secured Promissory Notes [Member] | |||||||||||||||||||||||||
Debt face amount | $ 10,100,000 | ||||||||||||||||||||||||
Debt interest rate | 17.39% | ||||||||||||||||||||||||
Proceeds from notes payable | $ 7,400,000 | ||||||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | |||||||||||||||||||||||||
Number of options granted to purchase of common stock, shares | 280,000 | ||||||||||||||||||||||||
Term of granted options | 8 years 1 month 6 days | ||||||||||||||||||||||||
Debt face amount | $ 10,050,000 | $ 375,000 | $ 889,000 | ||||||||||||||||||||||
Debt interest rate | 5.00% | ||||||||||||||||||||||||
Weighted Average Exercise Price Options Vested and Exercisable, Ending Balance | $ 8.38 | ||||||||||||||||||||||||
Common stock par value | 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||
Preferred stock, voting rights | Series A Preferred shares have no rights to receive dividends or any distributions, but each series A Preferred share entitles the holder to 100 votes relative to each share of common stock. Series A Preferred shares have no conversion rights. | ||||||||||||||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Series B Preferred Stock [Member] | |||||||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | ||||||||||||||||||||||||
Preferred stock, shares authorized | 1,000,000 | ||||||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Series C Preferred Stock [Member] | |||||||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | ||||||||||||||||||||||||
Preferred stock, shares authorized | 41,000,000 | ||||||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Series X Preferred Stock [Member] | |||||||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | ||||||||||||||||||||||||
Preferred stock, shares authorized | 1,000,000 | ||||||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Series AA Convertible Preferred Stock [Member] | |||||||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | ||||||||||||||||||||||||
Preferred stock, voting rights | Each share of Series AA Preferred Stock shall have 0.8 votes per share (the Voting Rate") on any matter submitted to the holders of the Common Stock for a vote and shall vote together with the Common Stock on such matters for as long as the Series AA Preferred Stock is outstanding. | Each share of Series AA Preferred Stock is entitled to 0.8 votes per share and is convertible into two (2) shares of our common stock, only in connection with a bona fide transfer to a third party. | |||||||||||||||||||||||
Preferred stock, shares authorized | 35,800,000 | ||||||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Common Stock [Member] | |||||||||||||||||||||||||
Number of shares issued during period, new issues | |||||||||||||||||||||||||
Number of common stock issued, shares | 795,593 | 378,098 | 1,028,497 | 623,578 | |||||||||||||||||||||
Number of shares issued for acquisitions, shares | |||||||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | FBNK Finance SarL [Member] | |||||||||||||||||||||||||
Debt face amount | $ 55,100,000 | ||||||||||||||||||||||||
Debt instrument nominal, shares | 5,000 | ||||||||||||||||||||||||
Debt instrument redemption rate | 100.00% | ||||||||||||||||||||||||
Debt maturity date | Feb. 15, 2023 | ||||||||||||||||||||||||
Debt interest rate | 4.50% | ||||||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | FBNK Finance SarL [Member] | EUR [Member] | |||||||||||||||||||||||||
Debt face amount | $ 50,000,000 | ||||||||||||||||||||||||
Debt instrument nominal value | $ 10,000 | ||||||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Fubo Tv [Member] | Common Stock [Member] | |||||||||||||||||||||||||
Number of shares issued during period, new issues | |||||||||||||||||||||||||
Number of common stock issued, shares | 623,578 | ||||||||||||||||||||||||
Number of shares issued for acquisitions, shares | |||||||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Credit Agreement [Member] | HLEE Finance S.a.r.l [Member] | |||||||||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 100,000,000 | ||||||||||||||||||||||||
Line of credit permit indebtedness | 50,000,000 | ||||||||||||||||||||||||
Proceeds from loans | 250,000 | ||||||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Note Purchase Agreement [Member] | |||||||||||||||||||||||||
Number of shares issued during period, new issues | $ 7,500,000 | ||||||||||||||||||||||||
Number of common stock issued, shares | 900,000 | ||||||||||||||||||||||||
Shares issued price per share | $ 8.35 | $ 8.35 | |||||||||||||||||||||||
FaceBank Group, Inc Pre-Merger [Member] | Note Purchase Agreement [Member] | Senior Secured Promissory Notes [Member] | |||||||||||||||||||||||||
Debt face amount | $ 10,050,000 | ||||||||||||||||||||||||
Debt maturity date | Jul. 17, 2020 | ||||||||||||||||||||||||
Debt interest rate | 17.39% | ||||||||||||||||||||||||
Proceeds from notes payable | $ 7,400,000 | ||||||||||||||||||||||||
Subsequent Event [Member] | FaceBank Group, Inc Pre-Merger [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | ||||||||||||||||||||||||
Preferred stock, shares authorized | 5,000,000 | ||||||||||||||||||||||||
Subsequent Event [Member] | FaceBank Group, Inc Pre-Merger [Member] | Series B Preferred Stock [Member] | |||||||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | ||||||||||||||||||||||||
Preferred stock, shares authorized | 1,000,000 | ||||||||||||||||||||||||
Subsequent Event [Member] | FaceBank Group, Inc Pre-Merger [Member] | Series C Preferred Stock [Member] | |||||||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | ||||||||||||||||||||||||
Preferred stock, shares authorized | 41,000,000 | ||||||||||||||||||||||||
Subsequent Event [Member] | FaceBank Group, Inc Pre-Merger [Member] | Series X Preferred Stock [Member] | |||||||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | ||||||||||||||||||||||||
Preferred stock, shares authorized | 1,000,000 | ||||||||||||||||||||||||
Subsequent Event [Member] | FaceBank Group, Inc Pre-Merger [Member] | Series AA Convertible Preferred Stock [Member] | |||||||||||||||||||||||||
Number of common stock issued, shares | 17,315,836 | 16,270,570 | |||||||||||||||||||||||
Preferred stock, voting rights | Each share of Series AA Preferred Stock shall have 0.8 votes per share (the Voting Rate") on any matter submitted to the holders of the Common Stock for a vote and shall vote together with the Common Stock on such matters for as long as the Series AA Preferred Stock is outstanding. The Voting Rate shall be subject to adjustment in the event of stock splits, stock combinations, recapitalizations reclassifications, extraordinary distributions and similar events | ||||||||||||||||||||||||
Preferred stock, shares authorized | 35,800,000 | ||||||||||||||||||||||||
Sale of common stock, shares | 3,227,280 | ||||||||||||||||||||||||
Warrants to purchase common stock | 3,227,280 | ||||||||||||||||||||||||
Percentage for outstanding shares | 53.57% | 50.34% | |||||||||||||||||||||||
Subsequent Event [Member] | FaceBank Group, Inc Pre-Merger [Member] | Officer [Member] | |||||||||||||||||||||||||
Number of shares issued during period, new issues | $ 2,700,000 | ||||||||||||||||||||||||
Number of common stock issued, shares | 300,000 | ||||||||||||||||||||||||
Shares issued price per share | $ 9 | ||||||||||||||||||||||||
Subsequent Event [Member] | FaceBank Group, Inc Pre-Merger [Member] | Advisors [Member] | |||||||||||||||||||||||||
Number of common stock issued, shares | 1,309,789 | ||||||||||||||||||||||||
Subsequent Event [Member] | FaceBank Group, Inc Pre-Merger [Member] | Advisors [Member] | Private Placement [Member] | |||||||||||||||||||||||||
Number of common stock issued, shares | 2,385,428 | ||||||||||||||||||||||||
Subsequent Event [Member] | FaceBank Group, Inc Pre-Merger [Member] | FBNK Finance SarL [Member] | |||||||||||||||||||||||||
Ownership interest percentage | 100.00% | ||||||||||||||||||||||||
Debt instrument nominal, shares | 5,000 | ||||||||||||||||||||||||
Debt instrument redemption rate | 100.00% | ||||||||||||||||||||||||
Debt maturity date | Feb. 15, 2023 | ||||||||||||||||||||||||
Debt interest rate | 4.50% | ||||||||||||||||||||||||
Subsequent Event [Member] | FaceBank Group, Inc Pre-Merger [Member] | FBNK Finance SarL [Member] | EUR [Member] | |||||||||||||||||||||||||
Debt face amount | $ 50,000,000 | ||||||||||||||||||||||||
Debt instrument nominal value | $ 10,000 | ||||||||||||||||||||||||
Subsequent Event [Member] | FaceBank Group, Inc Pre-Merger [Member] | Digital Likeness Development Agreement [Member] | |||||||||||||||||||||||||
Agreement term description | The Amended Agreement term is from October 22, 2019 through October 22, 2024, unless extended by the parties. | ||||||||||||||||||||||||
Fair value of share based awards | $ 1,000,000 | ||||||||||||||||||||||||
Number of options granted to purchase of common stock, shares | 280,000 | ||||||||||||||||||||||||
Term of granted options | 5 years | ||||||||||||||||||||||||
Stock option expiration date | Oct. 21, 2024 | ||||||||||||||||||||||||
Subsequent Event [Member] | FaceBank Group, Inc Pre-Merger [Member] | Material Definitive Agreement [Member] | Fubo Tv [Member] | |||||||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | ||||||||||||||||||||||||
Aggregate number of options to acquire | 8,051,098 | ||||||||||||||||||||||||
Weighted Average Exercise Price Options Vested and Exercisable, Ending Balance | $ 1.32 | ||||||||||||||||||||||||
Preferred stock, voting rights | Each share of Series AA Preferred Stock is entitled to 0.8 votes per preferred share, and is convertible into two (2) shares of FaceBank Common Stock, only in connection with a bona fide transfer to a third party. | ||||||||||||||||||||||||
Subsequent Event [Member] | FaceBank Group, Inc Pre-Merger [Member] | Material Definitive Agreement [Member] | Fubo Tv [Member] | Series AA Preferred Stock [Member] | |||||||||||||||||||||||||
Number of shares issued for acquisitions, shares | 33,324,362 | ||||||||||||||||||||||||
Subsequent Event [Member] | FaceBank Group, Inc Pre-Merger [Member] | Material Definitive Agreement [Member] | Fubo Tv [Member] | Common Stock [Member] | |||||||||||||||||||||||||
Number of shares issued for acquisitions, shares | 72,699,821 | ||||||||||||||||||||||||
Subsequent Event [Member] | FaceBank Group, Inc Pre-Merger [Member] | 2020 Equity Incentive Plan [Member] | Board of Directors [Member] | |||||||||||||||||||||||||
Number of options granted to purchase of common stock, shares | 12,116,646 | ||||||||||||||||||||||||
Subsequent Event [Member] | FaceBank Group, Inc Pre-Merger [Member] | Merger Agreement [Member] | Board of Directors [Member] | |||||||||||||||||||||||||
Number of options granted to purchase of common stock, shares | 12,116,646 | ||||||||||||||||||||||||
Subsequent Event [Member] | FaceBank Group, Inc Pre-Merger [Member] | Merger Agreement [Member] | Fubo Tv [Member] | |||||||||||||||||||||||||
Weighted Average Exercise Price Options Vested and Exercisable, Ending Balance | $ 1.32 | ||||||||||||||||||||||||
Merger agreement, description | Pursuant to the Merger Agreement the parties agreed that at the Effective Time the Board of Directors of FaceBank would be expanded to seven (7) members comprised of (i) John Textor, (ii) David Gandler, (iii) three (3) members to be selected by FaceBank and (iv) two (2) members to be selected by fuboTV. Pursuant to the Merger Agreement, the parties also agreed that immediately following the Effective Time, the Chief Executive Officer of FaceBank would be David Gandler, and the executive chairman of the Board of Directors of FaceBank would be John Textor. Pursuant to the Merger Agreement, the parties also agreed that, as promptly as reasonably practicable following the closing date of the Merger, FaceBank will create an incentive option pool in an aggregate amount equal to ten percent (10%) of the Fully Diluted FaceBank Shares (as defined in the Merger Agreement) that are outstanding as of the date of the creation of such pool. | ||||||||||||||||||||||||
Subsequent Event [Member] | FaceBank Group, Inc Pre-Merger [Member] | Merger Agreement [Member] | Fubo Tv [Member] | Common Stock [Member] | |||||||||||||||||||||||||
Number of shares issued during period, new issues | $ 66,400,000 | ||||||||||||||||||||||||
Number of common stock issued, shares | 64,600,000 | ||||||||||||||||||||||||
Shares issued price per share | $ 8.20 | ||||||||||||||||||||||||
Weighted Average Exercise Price Options Vested and Exercisable, Ending Balance | 1.32 | ||||||||||||||||||||||||
Common stock par value | $ 0.0001 | ||||||||||||||||||||||||
Subsequent Event [Member] | FaceBank Group, Inc Pre-Merger [Member] | Merger Agreement [Member] | Fubo Tv [Member] | |||||||||||||||||||||||||
Aggregate number of options to acquire | 8,051,098 | ||||||||||||||||||||||||
Preferred stock, voting rights | Each share of Series AA Preferred Stock is entitled to 0.8 votes per preferred share, and is convertible into two (2) shares of FaceBank Common Stock, only in connection with a bona fide transfer to a third party. The Series AA Preferred stock will benefit from certain protective provisions which, among others, require FaceBank to obtain the approval of a majority of the shares of outstanding Series AA Preferred Stock, voting as a separate class before undertaking certain actions. The effect of the Merger and the terms of the Series AA Preferred Stock is to initially establish an approximate two-thirds majority ownership of FaceBank on a common equivalent basis for the pre-Merger fuboTV shareholders while preserving a majority voting interest for the pre-Merger FaceBank shareholders. | ||||||||||||||||||||||||
Subsequent Event [Member] | FaceBank Group, Inc Pre-Merger [Member] | Merger Agreement [Member] | Fubo Tv [Member] | Series AA Preferred Stock [Member] | |||||||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | ||||||||||||||||||||||||
Number of shares issued for acquisitions, shares | 32,324,362 | ||||||||||||||||||||||||
Subsequent Event [Member] | FaceBank Group, Inc Pre-Merger [Member] | Merger Agreement [Member] | Fubo Tv [Member] | Junior Secured Term Loan [Member] | |||||||||||||||||||||||||
Debt face amount | $ 10,000,000 | ||||||||||||||||||||||||
Debt maturity date | May 1, 2020 | ||||||||||||||||||||||||
Debt interest rate | 11.00% | ||||||||||||||||||||||||
Debt instrument maturity date description | The maturity date for the Signing Date Loan was May 1, 2020; provided, that if the Merger was consummated on or prior to May 1, 2020, the maturity date would be automatically extended to June 27, 2020 | ||||||||||||||||||||||||
Subsequent Event [Member] | FaceBank Group, Inc Pre-Merger [Member] | Merger Agreement [Member] | Fubo Tv [Member] | Common Stock [Member] | |||||||||||||||||||||||||
Number of shares issued for acquisitions, shares | 64,648,726 | ||||||||||||||||||||||||
Subsequent Event [Member] | FaceBank Group, Inc Pre-Merger [Member] | Termination of Prior Designations Amendment [Member] | |||||||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | ||||||||||||||||||||||||
Subsequent Event [Member] | FaceBank Group, Inc Pre-Merger [Member] | Credit Agreement [Member] | HLEE Finance S.a.r.l [Member] | |||||||||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 100,000,000 | ||||||||||||||||||||||||
Line of credit interest rate | 10.00% | ||||||||||||||||||||||||
Line of credit maturity date | Mar. 11, 2022 | ||||||||||||||||||||||||
Line of credit permit indebtedness | $ 50,000,000 | ||||||||||||||||||||||||
Proceeds from loans | 250,000 | ||||||||||||||||||||||||
Subsequent Event [Member] | FaceBank Group, Inc Pre-Merger [Member] | Credit Agreement [Member] | HLEE Finance S.a.r.l [Member] | Tranche I Loans [Member] | |||||||||||||||||||||||||
Line of credit facility, maximum borrowing capacity | 10,000,000 | ||||||||||||||||||||||||
Subsequent Event [Member] | FaceBank Group, Inc Pre-Merger [Member] | Credit Agreement [Member] | HLEE Finance S.a.r.l [Member] | Tranche II Loans [Member] | |||||||||||||||||||||||||
Line of credit facility, maximum borrowing capacity | 10,000,000 | ||||||||||||||||||||||||
Subsequent Event [Member] | FaceBank Group, Inc Pre-Merger [Member] | Credit Agreement [Member] | HLEE Finance S.a.r.l [Member] | Tranche III Loans [Member] | |||||||||||||||||||||||||
Line of credit facility, maximum borrowing capacity | 10,000,000 | ||||||||||||||||||||||||
Subsequent Event [Member] | FaceBank Group, Inc Pre-Merger [Member] | Credit Agreement [Member] | HLEE Finance S.a.r.l [Member] | Tranche IV Loans [Member] | |||||||||||||||||||||||||
Line of credit facility, maximum borrowing capacity | 70,000,000 | ||||||||||||||||||||||||
Line of credit | $ 10,000,000 | ||||||||||||||||||||||||
Subsequent Event [Member] | FaceBank Group, Inc Pre-Merger [Member] | Note Purchase Agreement [Member] | Senior Secured Promissory Notes [Member] | |||||||||||||||||||||||||
Debt face amount | $ 10,050,000 | ||||||||||||||||||||||||
Debt maturity date | Jul. 17, 2020 | ||||||||||||||||||||||||
Debt interest rate | 15.00% | ||||||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | ||||||||||||||||||||||||
Proceeds from notes payable | $ 7,500,000 | ||||||||||||||||||||||||
Sale of common stock, shares | 784,617 | ||||||||||||||||||||||||
Warrants to purchase common stock | 3,269,231 | ||||||||||||||||||||||||
Subsequent Event [Member] | FaceBank Group, Inc Pre-Merger [Member] | Purchase Agreement [Member] | Investors [Member] | |||||||||||||||||||||||||
Sale of common stock, shares | 1,058,435 | ||||||||||||||||||||||||
Warrants to purchase common stock | 1,058,435 | ||||||||||||||||||||||||
Sale of stock price per shares | $ 7 | ||||||||||||||||||||||||
Sale of common stock, value | $ 7,409,045 | ||||||||||||||||||||||||
Subsequent Event [Member] | FaceBank Group, Inc Pre-Merger [Member] | Senior Note Prepayment and Second Amendment to Note Purchase Agreement [Member] | |||||||||||||||||||||||||
Ownership interest percentage | 100.00% | ||||||||||||||||||||||||
Debt instrument maturity date description | The date by which the Company must file a registration statement to register the Shares and the Warrant Shares was extended from May 25, 2020 to July 1, 2020. | ||||||||||||||||||||||||
Sale of common stock, value | $ 7,409,045 | ||||||||||||||||||||||||
Repayment of notes | $ 7,500,000 | ||||||||||||||||||||||||
Subsequent Event [Member] | FaceBank Group, Inc Pre-Merger [Member] | Subsidiary Share Exchange Agreement [Member] | Advisors [Member] | |||||||||||||||||||||||||
Number of common stock issued, shares | 518,582 |