BUSINESS COMBINATIONS (Tables)

9 Months Ended

Sep. 30, 2022

Business Combination and Asset Acquisition [Abstract]

The following table presents the final allocation of the consideration transferred to the assets acquired and liabilities assumed based on their fair values.

The following table presents the final allocation of the consideration transferred to the assets acquired and liabilities assumed based on their fair values.

	Preliminary allocation
Total purchase consideration	$	20,706,000
Fair value of non-controlling interest		6,738,000
Total consideration	$	27,444,000
Identifiable net liabilities assumed:
Cash	$	1,245,000
Prepaid expenses and other current assets		55,000
Property and equipment		5,057,000
Note receivable		800,000
Accounts payable and accrued expenses		(5,018,000	)
Convertible notes payable, principal		(9,734,000	)
Fair value of embedded derivative		(1,226,000	)
Fair value of bifurcated conversion option		(4,425,000	)
Fair value of bifurcated put option		(200,000	)
Net liabilities assumed		(13,446,000	)
Goodwill	$	40,890,000

The following table presents the preliminary allocation of the consideration transferred to the assets acquired and liabilities assumed based on their fair values.

The following table presents the preliminary allocation of the consideration transferred to the assets acquired and liabilities assumed based on their fair values.

	Preliminary Allocation
Total purchase consideration	$	10,517,000
Fair value of non-controlling interest		10,336,000
Total consideration	$	20,853,000
Identifiable net assets acquired:
Cash	$	2,278,000
Accounts receivable		9,891,000
Prepaid expenses and other current assets		673,000
Inventories		12,840,000
Property and equipment, net		529,000
Right-of-use assets		1,073,000
Other assets		83,000
Intangible assets:
Tradenames (19 year estimated useful life)		2,470,000
Customer relationships (16 year estimated useful life)		1,380,000
Proprietary technology (3 year estimated useful life)		600,000
Accounts payable and accrued expenses		(10,052,000	)
Notes payable		(2,972,000	)
Lease liabilities		(1,124,000	)
Net assets acquired		17,669,000
Goodwill	$	3,184,000

The following unaudited pro forma consolidated results of operations for the nine months ended September 30, 2022 have been prepared as if the SMC acquisition had occurred on January 1, 2022.

The following unaudited pro forma consolidated results of operations for the nine months ended September 30, 2022 have been prepared as if the SMC acquisition had occurred on January 1, 2022.

	Nine Months Ended
	September 30, 2022
Total revenues	$	131,609,000
Net loss attributable to BitNile Holdings, Inc.	$	(62,202,000	)

The preliminary purchase price allocation is as follows:

The preliminary purchase price allocation is as follows:

	Preliminary allocation
Total purchase consideration	$	6,763,000
Fair value of non-controlling interest		2,735,000
Total consideration	$	9,498,000
Identifiable net assets acquired (liabilities assumed):
Cash	$	107,000
Trade accounts receivable		536,000
Inventories		5,180,000
Prepaid expenses		116,000
Accrued revenue		363,000
Property and equipment		331,000
Right-of-use asset		370,000
Other long-term assets		446,000
Intangible assets:
Tradename (12 year estimated useful life)		1,040,000
Developed Technology (8 year estimated useful life)		1,410,000
Existing customer relationships (10-15 year estimated useful life)		3,910,000
Accounts payable		(2,831,000	)
Loans payable, net of discounts and issuance costs		(387,000	)
Accrued payroll and benefits		(1,488,000	)
Lease obligations		(491,000	)
Other current liabilities		(368,000	)
Other non-current liabilities		(17,000	)
Net assets acquired		8,227,000
Goodwill	$	1,271,000