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BUSINESS COMBINATIONS (Tables) | 9 Months Ended
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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 |

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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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