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BUSINESS COMBINATIONS (Tables) | 6 Months Ended
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Jun. 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 |  |  | 6,706,000 |
Total consideration |  | $ | 27,412,000 |
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 |  |  | (6,935,000 | )
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 |  |  | (15,363,000 | )
Goodwill |  | $ | 42,775,000 |
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: |  |  |  |
Trade names-estimated useful life of 19 years |  |  | 2,470,000 |
Customer relationships-estimated useful life of 16 years |  |  | 1,380,000 |
Proprietary technology-estimated useful life of 3 years |  |  | 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 three and six months ended June 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 three and six months ended June 30, 2022 have been prepared as if the SMC acquisition had occurred on January 1, 2022.
|  | Three Months Ended |  |  | Six Months Ended |
|  | June 30, 2022 |  |  | June 30, 2022 |
Total revenues |  | $ | 29,058,000 |  |  | $ | 64,717,000 |
Net loss attributable to BitNile Holdings, Inc. |  | $ | (26,206,000 | ) |  | $ | (56,531,000 | )

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- Definition Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(2) -URI https://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(3) -URI https://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 + Details
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- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4845-128472 + Details
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